Execution of a share exchange agreement to make SBI辻・本郷M&A株式会社 a wholly owned subsidiary and expected changes involving major shareholders and other parties
Japan M&A Solution Incorporated (wholly owning parent company in the share exchange) and SBI辻・本郷M&A株式会社 (wholly owned subsidiary in the share exchange)
SBI辻・本郷M&A株式会社 (STH)
To mutually leverage the two companies' deal origination channels, buyer networks, personnel and M&A execution expertise, thereby strengthening deal origination and deal execution capabilities, improving the efficiency of shared administrative and systems infrastructure, enhancing the quality of M&A advisory services and expanding the earnings base.
The goodwill recognition amount is expected to exceed ¥1.5 billion. The impact on results for the fiscal year ending October 2026, including acquisition-related expenses and other items, and the impact on consolidated results from the fiscal year ending October 2027 onward are currently under review.
Fiscal year ending October 2026 (acquisition-related expenses and other items, currently under review); fiscal year ending October 2027 onward (goodwill and impact on consolidated results)
The impact of this share exchange on results for the fiscal year ending October 2026, including acquisition-related expenses and other items, is currently under review. The impact on consolidated results from the fiscal year ending October 2027 onward is also currently under review.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
Hongo holdings: 0 voting rights, 0.00%. Mitsuhashi Toru (三橋 透): 5,600 voting rights, 37.94%, ranked 1st. SBI Securities: 0 voting rights, 0.00%.
Hongo holdings: 7,491 voting rights, 28.99% (expected), ranked 1st (expected). Mitsuhashi Toru (三橋 透): 5,600 voting rights, 21.67% (expected), ranked 2nd (expected). SBI Securities: 3,326 voting rights, 12.87% (expected), ranked 3rd (expected).
Related procedures
Procedures for an extraordinary general meeting of shareholders to approve the share exchange agreement
Company response
No third-party committee or special investigation committee is mentioned. Akasaka International Accounting Co., Ltd. was appointed as the independent third-party valuation institution, and Kaname General Law Office as legal adviser. Due diligence was conducted.
Approval is expected to be obtained at the extraordinary general meeting of shareholders scheduled for 2 December 2026, and the share exchange is expected to become effective on 4 December 2026. STH is expected to become a consolidated subsidiary from the fiscal year ending October 2027. A proposal to change the corporate name to "JMA辻・本郷株式会社" is expected to be submitted to the annual general meeting of shareholders scheduled for 28 January 2027.
If any matters requiring disclosure arise, they will be disclosed promptly.
| Item | Details |
|---|---|
| Event name | Execution of a share exchange agreement to make SBI辻・本郷M&A株式会社 a wholly owned subsidiary and expected changes involving major shareholders and other parties |
| Date of occurrence | 5 October 2026 (date of board resolution and execution of the share exchange agreement) |
| Subject Entity | Japan M&A Solution Incorporated (wholly owning parent company in the share exchange) and SBI辻・本郷M&A株式会社 (wholly owned subsidiary in the share exchange) |
| Target Locations / Products | SBI辻・本郷M&A株式会社 (STH) |
| Cause | To mutually leverage the two companies' deal origination channels, buyer networks, personnel and M&A execution expertise, thereby strengthening deal origination and deal execution capabilities, improving the efficiency of shared administrative and systems infrastructure, enhancing the quality of M&A advisory services and expanding the earnings base. |
| Amount of Impact on Business Performance | The goodwill recognition amount is expected to exceed ¥1.5 billion. The impact on results for the fiscal year ending October 2026, including acquisition-related expenses and other items, and the impact on consolidated results from the fiscal year ending October 2027 onward are currently under review. |
| Accounting period in which recognized | Fiscal year ending October 2026 (acquisition-related expenses and other items, currently under review); fiscal year ending October 2027 onward (goodwill and impact on consolidated results) |
| Impact on Earnings Forecast | The impact of this share exchange on results for the fiscal year ending October 2026, including acquisition-related expenses and other items, is currently under review. The impact on consolidated results from the fiscal year ending October 2027 onward is also currently under review. |
| Type of litigation or proceeding | Procedures for an extraordinary general meeting of shareholders to approve the share exchange agreement |
| Investigation structure | No third-party committee or special investigation committee is mentioned. Akasaka International Accounting Co., Ltd. was appointed as the independent third-party valuation institution, and Kaname General Law Office as legal adviser. Due diligence was conducted. |
| Voting rights ownership percentage before the change | Hongo holdings: 0 voting rights, 0.00%. Mitsuhashi Toru (三橋 透): 5,600 voting rights, 37.94%, ranked 1st. SBI Securities: 0 voting rights, 0.00%. |
| Voting rights ownership percentage after the change | Hongo holdings: 7,491 voting rights, 28.99% (expected), ranked 1st (expected). Mitsuhashi Toru (三橋 透): 5,600 voting rights, 21.67% (expected), ranked 2nd (expected). SBI Securities: 3,326 voting rights, 12.87% (expected), ranked 3rd (expected). |
| Outlook | Approval is expected to be obtained at the extraordinary general meeting of shareholders scheduled for 2 December 2026, and the share exchange is expected to become effective on 4 December 2026. STH is expected to become a consolidated subsidiary from the fiscal year ending October 2027. A proposal to change the corporate name to "JMA辻・本郷株式会社" is expected to be submitted to the annual general meeting of shareholders scheduled for 28 January 2027. |
| Planned follow-up disclosure | If any matters requiring disclosure arise, they will be disclosed promptly. |
Items this document does not state (11)
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.To mutually leverage the two companies' deal origination channels, buyer networks, personnel and M&A execution expertise, thereby strengthening deal origination and execution capabilities, improving the efficiency of administrative and systems infrastructure, enhancing the quality of M&A services and expanding the earnings base.