Worth reading
58In 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
21700
Shares (number of shares scheduled to be delivered)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)株式会社ＩＣコーポレーション
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.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Acquisition, ownership and sale of assets, including securities
Location Taito-ku, TokyoShare capital ¥100 millionDate of incorporation 13 December 2021
Net Sales¥0 million (fiscal year ended September 2025)
Operating profitOperating loss of ¥2 million (fiscal year ended September 2025)
Net income for the current fiscal yearNet income of ¥2,329 million (fiscal year ended September 2025)
Net assetsNet assets of ¥2,257 million (fiscal year ended September 2025)
Consideration and expenses
Type of ConsiderationShares (217 HIKARI TSUSHIN,INC. common shares will be allotted and delivered for each share of 株式会社ＩＣコーポレーション; 21,700 shares are scheduled to be delivered)
Merger ratio/share exchange ratio1:217 (217 HIKARI TSUSHIN,INC. common shares for each share of 株式会社ＩＣコーポレーション). HIKARI TSUSHIN,INC. will be the wholly owning parent company in the share exchange, and 株式会社ＩＣコーポレーション will be the wholly owned subsidiary in the share exchange.
Funding arrangementsTreasury shares held by HIKARI TSUSHIN,INC. are scheduled to be used (82,451 shares as of 31 December 2025).
Impact on Business Performance
HIKARI TSUSHIN,INC. has determined that the impact of this share exchange on its consolidated results will be immaterial.
Procedures and assumptions
Valuation methodologyMarket price method, discounted cash flow method, and adjusted net asset value 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 the extraordinary general meeting of shareholders of 株式会社ＩＣコーポレーション scheduled for 21 April 2026. As this is a simplified share exchange, shareholder approval is not required for HIKARI TSUSHIN,INC.
Management structure after acquisitionThere will be no changes to the trade name, head office location, title and name of the representative, business activities, capital, or fiscal year-end of HIKARI TSUSHIN,INC., the wholly owning parent company in the share exchange. The post-acquisition management structure and treatment of employees of 株式会社ＩＣコーポレーション have not been disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社ＩＣコーポレーション |
| Name of the Subject Company | 株式会社ＩＣコーポレーション |
| Business Description of the Subject Company | Acquisition, ownership and sale of assets, including securities |
| Location of the Subject Company | Taito-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 13 December 2021 |
| Net Sales of the Subject Company | ¥0 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥2 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | Net income of ¥2,329 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | Net assets of ¥2,257 million (fiscal year ended September 2025) |
| Type of Consideration | Shares (217 HIKARI TSUSHIN,INC. common shares will be allotted and delivered for each share of 株式会社ＩＣコーポレーション; 21,700 shares are scheduled to be delivered) |
| Merger ratio/share exchange ratio | 1:217 (217 HIKARI TSUSHIN,INC. common shares for each share of 株式会社ＩＣコーポレーション). HIKARI TSUSHIN,INC. will be the wholly owning parent company in the share exchange, and 株式会社ＩＣコーポレーション will be the wholly owned subsidiary in the share exchange. |
| Number of shares acquired | 100 shares (all issued shares); number of voting rights not disclosed |
| Voting rights ownership percentage | After 100％ (before not disclosed) |
| Funding arrangements | Treasury shares held by HIKARI TSUSHIN,INC. are scheduled to be used (82,451 shares as of 31 December 2025). |
| Impact on Business Performance | HIKARI TSUSHIN,INC. has determined that the impact of this share exchange on its consolidated results will be immaterial. |
| Date of board resolution | 20 April 2026 |
| Contract Date | 20 April 2026 |
| Execution Date / Effective Date | 15 May 2026 (scheduled) |
| Valuation methodology | Market price method, discounted cash flow method, and adjusted net asset value 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 the extraordinary general meeting of shareholders of 株式会社ＩＣコーポレーション scheduled for 21 April 2026. As this is a simplified share exchange, shareholder approval is not required for HIKARI TSUSHIN,INC. |
| Management structure after acquisition | There will be no changes to the trade name, head office location, title and name of the representative, business activities, capital, or fiscal year-end of HIKARI TSUSHIN,INC., the wholly owning parent company in the share exchange. The post-acquisition management structure and treatment of employees of 株式会社ＩＣコーポレーション have not been 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.By making 株式会社ＩＣコーポレーション a wholly owned subsidiary, HIKARI TSUSHIN,INC. aims to deepen collaboration with the HIKARI TSUSHIN,INC. Group's business for corporate customers, strengthen sales capabilities, and enhance the corporate value of both companies.
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