Decision and Details
Bizmates,Inc. Board of Directors and ヒップスターゲート General Meeting of ShareholdersThis share exchange, under which Bizmates,Inc. will be the wholly owning parent company and ヒップスターゲート will be the wholly owned subsidiary
To ensure the fairness and appropriateness of the share exchange ratio, Bizmates requested an assessment from an independent valuation institution and comprehensively considered the financial condition, asset position, future outlook and business synergies of both companies. Bizmates shares are traded on the Growth Market of the Tokyo Stock Exchange, and trading opportunities in the market will remain available after the share exchange, so Bizmates selected its common shares as consideration.
No specific amount of the impact on results has been disclosed
| Item | Details |
|---|---|
| Matter Covered | This share exchange, under which Bizmates,Inc. will be the wholly owning parent company and ヒップスターゲート will be the wholly owned subsidiary |
| Decision-Making Body | Bizmates,Inc. Board of Directors and ヒップスターゲート General Meeting of Shareholders |
| Decision Date | 25 June 2026 |
| Implementation Date | Scheduled for 31 July 2026 (effective date) |
| Period Covered | From the effective date onward |
| Amount | Transfer consideration: ¥195 million; valuation range for ヒップスターゲート shares: ¥245 million to ¥374 million; acquisition consideration per ヒップスターゲート share: ¥625,000 |
| Quantity / scale | Common shares to be issued through the share exchange: 100,732 shares; share exchange ratio: Bizmates,Inc. 1: ヒップスターゲート 0.0008736; 100,732 Bizmates,Inc. common shares for 88 ヒップスターゲート common shares; shares already acquired: 312 (78% of the number of shares issued) |
| Impact on Business Performance | No specific amount of the impact on results has been disclosed |
| Reason | To ensure the fairness and appropriateness of the share exchange ratio, Bizmates requested an assessment from an independent valuation institution and comprehensively considered the financial condition, asset position, future outlook and business synergies of both companies. Bizmates shares are traded on the Growth Market of the Tokyo Stock Exchange, and trading opportunities in the market will remain available after the share exchange, so Bizmates selected its common shares as consideration. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, Paragraph 1, Items 2 and 3 of the Companies Act; Article 768, Paragraph 1, Items 4 and 5 of the Companies Act; Article 799, Paragraph 1 of the Companies Act; Article 194, Paragraph 1 of the Companies Act; Article 234 of the Companies Act; and Article 39 of the Ordinance on Company Accounting |
| Future plans | The share exchange is scheduled to become effective on 31 July 2026. Bizmates common shares are scheduled to be allotted and delivered to the shareholders recorded in the ヒップスターゲート shareholder register as of the end of the day preceding the effective date. |
Items this document does not state (1)
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 ensure the fairness and appropriateness of the share exchange ratio, Bizmates referred to an assessment by an independent valuation institution and comprehensively considered the financial condition, asset position, future outlook and business synergies of both companies, concluding that the share exchange ratio was appropriate. Bizmates selected its common shares as consideration because trading opportunities in Bizmates shares will remain available in the market after the share exchange.