Decision and Details
The Bizmates Board of Directors and the general meeting of shareholders of With The World Co., Ltd.A share exchange in which Bizmates is the wholly owning parent company and With The World Co., Ltd. is the wholly owned subsidiary
The share exchange ratio was deemed appropriate after taking into comprehensive consideration the valuation report prepared by an independent valuation institution, the financial and asset positions of both companies, their future prospects, and business synergies. Bizmates shares were selected as consideration because they will continue to have market trading opportunities after the share exchange.
| Item | Details |
|---|---|
| Matter Covered | A share exchange in which Bizmates is the wholly owning parent company and With The World Co., Ltd. is the wholly owned subsidiary |
| Decision-Making Body | The Bizmates Board of Directors and the general meeting of shareholders of With The World Co., Ltd. |
| Decision Date | 5 October 2026 |
| Implementation Date | Scheduled for 30 October 2026 (effective date) |
| Amount | Transfer value: ¥195,965,217 (¥626,087 per share); valuation ranges for With The World's equity value: ¥175 million to ¥211 million under the comparable company method, ¥247 million to ¥332 million under the DCF method, and ¥180 million to ¥374 million on a combined basis |
| Quantity / scale | The share exchange ratio is Bizmates 1: With The World 1,073.875; 34,364 Bizmates common shares are scheduled to be delivered for 32 common shares of With The World; Bizmates will acquire 313 common shares of With The World (90.7% of the number of shares issued) |
| Reason | The share exchange ratio was deemed appropriate after taking into comprehensive consideration the valuation report prepared by an independent valuation institution, the financial and asset positions of both companies, their future prospects, and business synergies. Bizmates shares were selected as consideration because they will continue to have market trading opportunities after the share exchange. |
| Governing Rule | Companies Act, Article 794, paragraph 1; Ordinance for Enforcement of the Companies Act, Article 193; Companies Act, Article 768, paragraph 1, items 2, 3, 4 and 5; Companies Act, Article 799, paragraph 1; Companies Act, Article 192, paragraph 1; Companies Act, Article 234; Ordinance on Company Accounting, Article 39 |
| Future plans | The share exchange is scheduled to become effective on 30 October 2026. Bizmates common shares are scheduled to be allotted and delivered to shareholders recorded in the final shareholder register of With The World as of the day before the effective date. |
Items this document does not state (3)
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 share exchange ratio was deemed fair and appropriate after taking into comprehensive consideration the calculations by an independent valuation institution, the financial and asset positions of both companies, their future prospects, and business synergies. Bizmates common shares were selected as consideration because they will continue to have market trading opportunities after the share exchange.