Worth reading
68In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
360692
The Company's common shares (planned)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)FTGroup CO.,LTD.
Disclosing companyHIKARI TSUSHIN,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.White points represent dates designated as scheduled dates in the document.
Target company
Planning, sales and maintenance of information and communications equipment and other products Retail electricity services Line services and other services
Location Chuo-ku, TokyoShare capital ¥1,344 millionDate of incorporation 1 August 1985
Net Sales¥34,625 million (fiscal year ended March 2025)
Operating profit¥9,282 million (fiscal year ended March 2025)
Net income for the current fiscal year¥6,613 million (fiscal year ended March 2025)
Net assets¥29,842 million (fiscal year ended March 2025; equity attributable to owners of the parent)
Consideration and expenses
Type of ConsiderationShares (360,692 common shares of the Company (予定))
Merger ratio/share exchange ratioHIKARI TSUSHIN,INC., the company becoming the wholly owning parent in the share exchange: 1; FTGroup CO.,LTD., the company becoming the wholly owned subsidiary: 0.03. 0.03 common shares of HIKARI TSUSHIN,INC. will be delivered for each share of FTGroup CO.,LTD.
Funding arrangementsThe Company plans to use treasury shares held by the Company (82,451 shares as of 31 December 2025). If additional shares are required, the Company plans to issue new common shares.
Impact on Business Performance
The Company has determined that the impact of this share exchange on its consolidated performance will be immaterial.
Procedures and assumptions
Valuation methodologyMarket price method and discounted cash flow method
Independent valuation institution株式会社青山トラスト会計社
Conditions Precedent to ExecutionApproval of this share exchange agreement at FTGroup CO.,LTD.'s annual general meeting of shareholders scheduled for 23 June 2026. HIKARI TSUSHIN,INC. does not require shareholder approval because this is a short-form share exchange.
Management structure after acquisitionThere will be no changes to the corporate name, head office location, title and name of the representative, business activities, stated capital or fiscal year-end of HIKARI TSUSHIN,INC., the company becoming the wholly owning parent in the share exchange. The treatment of the target company's representative and employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | FTGroup CO.,LTD. |
| Name of the Subject Company | FTGroup CO.,LTD. |
| Business Description of the Subject Company | Planning, sales and maintenance of information and communications equipment and other products Retail electricity services Line services and other services |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1,344 million |
| Date of Establishment of the Subject Company | 1 August 1985 |
| Net Sales of the Subject Company | ¥34,625 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥9,282 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥6,613 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥29,842 million (fiscal year ended March 2025; equity attributable to owners of the parent) |
| Type of Consideration | Shares (360,692 common shares of the Company (予定)) |
| Merger ratio/share exchange ratio | HIKARI TSUSHIN,INC., the company becoming the wholly owning parent in the share exchange: 1; FTGroup CO.,LTD., the company becoming the wholly owned subsidiary: 0.03. 0.03 common shares of HIKARI TSUSHIN,INC. will be delivered for each share of FTGroup CO.,LTD. |
| Number of shares acquired | All issued shares of FTGroup CO.,LTD., excluding those held by HIKARI TSUSHIN,INC. (number of shares: Not disclosed). Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 72.6% → after 100% (wholly owned subsidiary) |
| Funding arrangements | The Company plans to use treasury shares held by the Company (82,451 shares as of 31 December 2025). If additional shares are required, the Company plans to issue new common shares. |
| Impact on Business Performance | The Company has determined that the impact of this share exchange on its consolidated performance will be immaterial. |
| Date of board resolution | 31 March 2026 |
| Contract Date | 31 March 2026 |
| Execution Date / Effective Date | 1 August 2026 (予定) |
| Valuation methodology | Market price method and discounted cash flow method |
| Independent valuation institution | 株式会社青山トラスト会計社 |
| Conditions Precedent to Execution | Approval of this share exchange agreement at FTGroup CO.,LTD.'s annual general meeting of shareholders scheduled for 23 June 2026. HIKARI TSUSHIN,INC. does not require shareholder approval because this is a short-form share exchange. |
| Management structure after acquisition | There will be no changes to the corporate name, head office location, title and name of the representative, business activities, stated capital or fiscal year-end of HIKARI TSUSHIN,INC., the company becoming the wholly owning parent in the share exchange. The treatment of the target company's representative and employees is Not disclosed. |
Items this document does not state (8)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount 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.FTGroup CO.,LTD. faces challenges in sustaining growth, as well as the potential for declining performance over the medium to long term and compliance with continued listing criteria. Following consideration of capital policies, including delisting, the company determined that making FTGroup CO.,LTD. a wholly owned subsidiary would contribute to increasing the corporate value of both companies.
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