Worth reading
60In 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
438
¥ million (approximate total amount)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares (making the company a subsidiary)CounterpartyTsurumaki Tadashi (鶴巻 禎), 1 other person (not disclosed at the request of the counterparty)
Disclosing companyf-code Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Marketing support services specializing in the real estate industry and social media
Location Shibuya, TokyoShare capital ¥2 millionDate of incorporation 29 January 2021
Net Sales¥315 million (fiscal year ended December 2025)
Operating profit¥115 million (fiscal year ended December 2025)
Net income for the current fiscal year¥72 million (fiscal year ended December 2025)
Net assets¥117 million (year ended December 2025)
Consideration and expenses
Acquisition price¥432 million (common shares of 株式会社 Roombox)
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥6 million
Goodwill amountThe amount to be recorded and the amortization period are currently under review
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The amount of goodwill and other intangible assets to be recorded in the consolidated accounts as a result of the transaction, as well as its impact on the consolidated earnings forecast for the fiscal year ending December 2026, are currently under review. The company will make a timely announcement once the details are known following completion of the share acquisition.
Procedures and assumptions
Valuation methodologyThe estimated fair market value is calculated by applying an assumed recovery period of approximately 5 years to RBX's adjusted annual operating profit on a normalized earnings basis, adding the net assets at the time of acquisition, and multiplying the result by the acquisition ratio.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares (making the company a subsidiary) |
| Counterparty name | Tsurumaki Tadashi (鶴巻 禎), 1 other person (not disclosed at the request of the counterparty) |
| Name of the Subject Company | 株式会社 Roombox |
| Business Description of the Subject Company | Marketing support services specializing in the real estate industry and social media |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥2 million |
| Date of Establishment of the Subject Company | 29 January 2021 |
| Net Sales of the Subject Company | ¥315 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥115 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥72 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥117 million (year ended December 2025) |
| Acquisition price | ¥432 million (common shares of 株式会社 Roombox) |
| Expenses other than the acquisition price | Advisory fees and other expenses (approximate amount): ¥6 million |
| Number of shares acquired | 170 shares (number of voting rights: 170) |
| Voting rights ownership percentage | Before 0.0% → after 85.0% |
| Goodwill amount | The amount to be recorded and the amortization period are currently under review |
| Impact on Business Performance | The amount of goodwill and other intangible assets to be recorded in the consolidated accounts as a result of the transaction, as well as its impact on the consolidated earnings forecast for the fiscal year ending December 2026, are currently under review. The company will make a timely announcement once the details are known following completion of the share acquisition. |
| Date of board resolution | 27 April 2026 |
| Contract Date | 27 April 2026 |
| Execution Date / Effective Date | 15 May 2026 (scheduled) |
| Valuation methodology | The estimated fair market value is calculated by applying an assumed recovery period of approximately 5 years to RBX's adjusted annual operating profit on a normalized earnings basis, adding the net assets at the time of acquisition, and multiplying the result by the acquisition ratio. |
Items this document does not state (11)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition
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 transaction is intended to combine Roombox's marketing support expertise for the real estate industry with エフ・コード's AI advertising, content distribution, LTV consulting and production resources, with the aim of expanding the business and developing new marketing models. The company believes this will contribute to improved profitability and enhanced competitiveness.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.