Worth reading
61In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
714200
Shares (number of newly issued shares)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterpartyHirata Hiro (平田 比呂)
Disclosing companyabc Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Operation of amusement bars
Location Minato-ku, TokyoShare capital ¥1 millionDate of incorporation 29 September 2020
Net Sales¥226.602 million (fiscal year ended August 2025)
Operating profit¥1.644 million (fiscal year ended August 2025)
Net income for the current fiscal year¥1.299 million (fiscal year ended August 2025)
Net assets¥3.692 million (fiscal year ended August 2025)
Consideration and expenses
Type of ConsiderationShares (714,200 newly issued common shares of abc株式会社)
Merger ratio/share exchange ratio1 : 35,710 (35,710 shares of abc株式会社 for each common share of 株式会社ボンド; abc株式会社 will be the wholly owning parent company in the share exchange and 株式会社ボンド will be the wholly owned subsidiary)
Impact on Business Performance
The impact on consolidated results is currently under review. The company will promptly announce any matters requiring disclosure that arise in the future.
Procedures and assumptions
Valuation methodologyMarket share price average method (abc株式会社) and DCF method (株式会社ボンド)
Independent valuation institution東京フィナンシャル・アドバイザーズ株式会社 (TFA)
Conditions Precedent to ExecutionApproval of the share exchange agreement at the extraordinary general meeting of shareholders of 株式会社ボンド scheduled for 21 May 2026
Management structure after acquisitionThere will be no change to abc株式会社's name, head office location, representative, business activities, capital or fiscal year-end as a result of this share exchange, and 株式会社ボンド will become a consolidated subsidiary of abc株式会社. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Hirata Hiro (平田 比呂) |
| Name of the Subject Company | 株式会社ボンド |
| Business Description of the Subject Company | Operation of amusement bars |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 29 September 2020 |
| Net Sales of the Subject Company | ¥226.602 million (fiscal year ended August 2025) |
| Operating Profit of the Subject Company | ¥1.644 million (fiscal year ended August 2025) |
| Net Income of the Subject Company | ¥1.299 million (fiscal year ended August 2025) |
| Net Assets of the Subject Company | ¥3.692 million (fiscal year ended August 2025) |
| Type of Consideration | Shares (714,200 newly issued common shares of abc株式会社) |
| Merger ratio/share exchange ratio | 1 : 35,710 (35,710 shares of abc株式会社 for each common share of 株式会社ボンド; abc株式会社 will be the wholly owning parent company in the share exchange and 株式会社ボンド will be the wholly owned subsidiary) |
| Number of shares acquired | 20 shares. Number of voting rights: Not disclosed |
| Impact on Business Performance | The impact on consolidated results is currently under review. The company will promptly announce any matters requiring disclosure that arise in the future. |
| Date of board resolution | 21 May 2026 |
| Contract Date | 21 May 2026 |
| Execution Date / Effective Date | 12 June 2026 (scheduled) |
| Valuation methodology | Market share price average method (abc株式会社) and DCF method (株式会社ボンド) |
| Independent valuation institution | 東京フィナンシャル・アドバイザーズ株式会社 (TFA) |
| Conditions Precedent to Execution | Approval of the share exchange agreement at the extraordinary general meeting of shareholders of 株式会社ボンド scheduled for 21 May 2026 |
| Management structure after acquisition | There will be no change to abc株式会社's name, head office location, representative, business activities, capital or fiscal year-end as a result of this share exchange, and 株式会社ボンド will become a consolidated subsidiary of abc株式会社. Employee treatment: Not disclosed |
Items this document does not state (10)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special Committee
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The purpose is to expand the business portfolio in the entertainment sector and strengthen its community-based business through entry into the amusement poker business. Another reason cited is that using shares as consideration will enable abc株式会社 to acquire the business base without cash outlays and align the interests of the target company's shareholders with those of abc株式会社's shareholders.
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