Worth reading
78Important
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
200965217
JPY (aggregate estimated amount of the share acquisition price, advisory fees and other costs)Wording
Conditional
How definitive the wording is.This transaction
This share acquisition and this share exchange (the transaction)CounterpartyIgarashi Shunta (五十嵐 駿太), 株式会社IGLパートナーズ, 株式会社Luatsu
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
Planning and operation of online international exchange classes; travel agency services; and non-life insurance agency services
Location Kobe, Hyogo PrefectureShare capital JPY 18,000,000Date of incorporation 2 April 2018
Net SalesJPY 188 million (fiscal year ending March 2026)
Operating profitJPY 10 million (fiscal year ending March 2026)
Net income for the current fiscal yearJPY 8 million (fiscal year ending March 2026)
Net assetsJPY 100 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceShare acquisition price: JPY 195,965,217 (for 313 shares) / Share exchange consideration: Not disclosed
Expenses other than the acquisition priceAdvisory fees and other costs (estimated): JPY 5,000,000
Type of ConsiderationMixed (cash consideration for the share acquisition and delivery of 34,364 shares of the company's common stock)
Merger ratio/share exchange ratioBizmates,Inc. (company receiving the share exchange) 1: 株式会社With The World (company subject to the share exchange) 1,073.875. For each common share of With The World, 1,073.875 common shares of Bizmates,Inc. will be delivered.
Funding arrangementsThe acquisition will be funded entirely with internal funds.
Goodwill amountGoodwill is expected to arise, but the amount is currently under review. Amortization period: Not disclosed
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 fourth quarter of the fiscal year ending December 2026. The impact on future results is currently under review.
Procedures and assumptions
Valuation methodologyThe company's shares are valued at the closing price of JPY 583 on 2 October 2026 on the Growth Market of the Tokyo Stock Exchange. With The World's shares are valued using the comparable-company method and the DCF method.
Independent valuation institution株式会社船井総研あがた FAS
Conditions Precedent to ExecutionThe transaction is scheduled to be carried out without obtaining approval at a general meeting of the company's shareholders, through a simplified share exchange pursuant to Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionThe company's name, location, representative, business activities and fiscal year-end will remain unchanged. Igarashi Shunta (五十嵐 駿太), With The World's representative director and president, will remain as an officer for at least 3 years. The Bizmates,Inc. shares delivered through the share exchange will be subject to a 3-year transfer restriction.
| Item | Details |
|---|---|
| Transaction name | This share acquisition and this share exchange (the transaction) |
| Counterparty name | Igarashi Shunta (五十嵐 駿太), 株式会社IGLパートナーズ, 株式会社Luatsu |
| Name of the Subject Company | 株式会社With The World |
| Business Description of the Subject Company | Planning and operation of online international exchange classes; travel agency services; and non-life insurance agency services |
| Location of the Subject Company | Kobe, Hyogo Prefecture |
| Capital Stock of the Subject Company | JPY 18,000,000 |
| Date of Establishment of the Subject Company | 2 April 2018 |
| Net Sales of the Subject Company | JPY 188 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | JPY 10 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | JPY 8 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | JPY 100 million (fiscal year ending March 2026) |
| Acquisition price | Share acquisition price: JPY 195,965,217 (for 313 shares) / Share exchange consideration: Not disclosed |
| Expenses other than the acquisition price | Advisory fees and other costs (estimated): JPY 5,000,000 |
| Type of Consideration | Mixed (cash consideration for the share acquisition and delivery of 34,364 shares of the company's common stock) |
| Merger ratio/share exchange ratio | Bizmates,Inc. (company receiving the share exchange) 1: 株式会社With The World (company subject to the share exchange) 1,073.875. For each common share of With The World, 1,073.875 common shares of Bizmates,Inc. will be delivered. |
| Number of shares acquired | 313 shares (313 voting rights). The remaining 32 shares are scheduled to be acquired through the share exchange. |
| Voting rights ownership percentage | Before 0.0％ → after 90.7% (after the share acquisition) / 100% (after completion of the transaction) |
| Funding arrangements | The acquisition will be funded entirely with internal funds. |
| Goodwill amount | Goodwill is expected to arise, but the amount is currently under review. Amortization period: Not disclosed |
| Impact on Business Performance | The transaction is scheduled to be reflected in consolidated results from the fourth quarter of the fiscal year ending December 2026. The impact on future results is currently under review. |
| Date of board resolution | 5 October 2026 |
| Contract Date | 5 October 2026 (scheduled) |
| Execution Date / Effective Date | Share acquisition completion date: 16 October 2026 (scheduled) / Share exchange effective date: 30 October 2026 (scheduled) |
| Valuation methodology | The company's shares are valued at the closing price of JPY 583 on 2 October 2026 on the Growth Market of the Tokyo Stock Exchange. With The World's shares are valued using the comparable-company method and the DCF method. |
| Independent valuation institution | 株式会社船井総研あがた FAS |
| Conditions Precedent to Execution | The transaction is scheduled to be carried out without obtaining approval at a general meeting of the company's shareholders, through a simplified share exchange pursuant to Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | The company's name, location, representative, business activities and fiscal year-end will remain unchanged. Igarashi Shunta (五十嵐 駿太), With The World's representative director and president, will remain as an officer for at least 3 years. The Bizmates,Inc. shares delivered through the share exchange will be subject to a 3-year transfer restriction. |
Items this document does not state (5)
Tender offer priceMinimum number of shares to be purchasedTender offer periodAmount 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.Bizmates,Inc. aims to expand its business domain and achieve non-linear growth by incorporating With The World's network of more than 500 schools in 67 countries, its expertise in online international exchange, and its track record in business for public-sector organizations, thereby expanding its customer base to schools, local governments and students. The cash share acquisition and share exchange are being combined so that Igarashi Shunta (五十嵐 駿太), With The World's representative director and president, can continue to lead the management of the company.
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