Worth reading
73In 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
250
¥ million (total equity value of 株式会社ヒップスターゲート)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share acquisition and this share exchange (the transaction)CounterpartyWatanabe Yoshifumi (渡邉 良文), Odagiri Shoji (小田桐 正治)
Disclosing companyBizmates,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
Training Business
Location Minato-ku, TokyoShare capital ¥20,000,000Date of incorporation 28 May 2010
Net Sales¥184 million (fiscal year ended December 2025)
Operating profit¥25 million (fiscal year ended December 2025)
Net income for the current fiscal year¥17 million (fiscal year ended December 2025)
Net assets¥96 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥195,000,000 (for the share acquisition). In the share exchange, 100,732 shares of our common stock are scheduled to be issued.
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥16,000,000
Type of ConsiderationMixed consideration (cash for this share acquisition and only our common stock for this share exchange; 100,732 newly issued shares)
Merger ratio/share exchange ratioBizmates,Inc. (wholly owning parent company in the share exchange) 1: 株式会社ヒップスターゲート (wholly owned subsidiary in the share exchange) 0.0008736. For each common share of 株式会社ヒップスターゲート, 1,144.681 common shares of Bizmates,Inc. will be allotted and delivered.
Goodwill amountGoodwill is expected to arise, but the amount is currently under review.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The transaction is scheduled to be reflected in consolidated results from the second quarter of the fiscal year ending December 2026. Its impact on future results is currently under review.
Procedures and assumptions
Valuation methodologyClosing price of ¥546 on the Tokyo Stock Exchange Growth Market, comparable company analysis, and discounted cash flow (DCF) method
Independent valuation institution株式会社ＭＩコンサルティング
Conditions Precedent to ExecutionThe transaction is scheduled to be implemented without obtaining approval at our shareholders' meeting through a simplified share exchange pursuant to the main text of Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionFollowing the share exchange, there will be no changes to our name, location, the titles or names of our representative officers, business activities, or fiscal year-end. Watanabe Yoshifumi (渡邉 良文) and Odagiri Shoji (小田桐 正治) are expected to remain as officers for at least 3 years.
| Item | Details |
|---|---|
| Transaction name | This share acquisition and this share exchange (the transaction) |
| Counterparty name | Watanabe Yoshifumi (渡邉 良文), Odagiri Shoji (小田桐 正治) |
| Name of the Subject Company | 株式会社ヒップスターゲート |
| Business Description of the Subject Company | Training Business |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥20,000,000 |
| Date of Establishment of the Subject Company | 28 May 2010 |
| Net Sales of the Subject Company | ¥184 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥25 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥17 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥96 million (fiscal year ended December 2025) |
| Acquisition price | ¥195,000,000 (for the share acquisition). In the share exchange, 100,732 shares of our common stock are scheduled to be issued. |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥16,000,000 |
| Type of Consideration | Mixed consideration (cash for this share acquisition and only our common stock for this share exchange; 100,732 newly issued shares) |
| Merger ratio/share exchange ratio | Bizmates,Inc. (wholly owning parent company in the share exchange) 1: 株式会社ヒップスターゲート (wholly owned subsidiary in the share exchange) 0.0008736. For each common share of 株式会社ヒップスターゲート, 1,144.681 common shares of Bizmates,Inc. will be allotted and delivered. |
| Number of shares acquired | This share acquisition: 312 shares (312 voting rights). The remaining 88 shares are scheduled to be acquired through the share exchange (100,732 shares to be issued). |
| Voting rights ownership percentage | Before 0.0％ → after 78.0% (after this share acquisition) |
| Goodwill amount | Goodwill is expected to arise, but the amount is currently under review. |
| Impact on Business Performance | The transaction is scheduled to be reflected in consolidated results from the second quarter of the fiscal year ending December 2026. Its impact on future results is currently under review. |
| Date of board resolution | 25 June 2026 |
| Contract Date | 25 June 2026 (scheduled) |
| Execution Date / Effective Date | Share acquisition completion date: 30 June 2026 (scheduled). Share exchange effective date: 31 July 2026 (scheduled) |
| Valuation methodology | Closing price of ¥546 on the Tokyo Stock Exchange Growth Market, comparable company analysis, and discounted cash flow (DCF) method |
| Independent valuation institution | 株式会社ＭＩコンサルティング |
| Conditions Precedent to Execution | The transaction is scheduled to be implemented without obtaining approval at our shareholders' meeting through a simplified share exchange pursuant to the main text of Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | Following the share exchange, there will be no changes to our name, location, the titles or names of our representative officers, business activities, or fiscal year-end. Watanabe Yoshifumi (渡邉 良文) and Odagiri Shoji (小田桐 正治) are expected to remain as officers for at least 3 years. |
Items this document does not state (6)
Tender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount 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 transaction is intended to incorporate 株式会社ヒップスターゲート's expertise in developing training programs and its DE&I services, promote cross-selling to its approximately 1,600-company customer base, provide an end-to-end global human resources development service, and expand into the human capital management sector.
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