Worth reading
70In focus
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
7349446
Shares (all shares of the target company)Wording
Conditional
How definitive the wording is.This transaction
Share TransfersCounterpartyBTGT Management (Thailand) Ltd. (or an entity designated by the company upon completion of the share transfer)
Disclosing companyGMO internet group,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
Digital asset business (including digital asset deposit, withdrawal and remittance services)
Location Bangkok, ThailandShare capital THB 735,400,000 (Thai baht)Date of incorporation 20 July 2018
Net Sales11,024,034.39 THB (Thai baht) (¥50,379,837), fiscal year ending December 2025
Operating profit-74,159,640.22 THB (Thai baht) (-¥338,909,555), fiscal year ending December 2025
Net income for the current fiscal year-87,553,692.58 THB (Thai baht) (-¥400,120,375), fiscal year ending December 2025
Net assets11,402,207.18 THB (Thai baht) (¥52,108,086), fiscal year ending December 2025
Consideration and expenses
Acquisition priceUndisclosed at the transferee's request
Impact on Business Performance
The impact on the Company’s consolidated results for the fiscal year ending December 2026 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyFair value reflecting the market price. Specific valuation method: Not disclosed
Conditions Precedent to ExecutionThe major shareholder(s) of the acquiring company plan to comply with the Securities and Exchange Commission, Thailand's approval regulations concerning major shareholders
Management structure after acquisitionWithdrawal from the digital asset business in Thailand. The post-transaction corporate name change, representative and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Share Transfers |
| Counterparty name | BTGT Management (Thailand) Ltd. (or an entity designated by the company upon completion of the share transfer) |
| Name of the Subject Company | GMO-Z.com Cryptonomics (Thailand) Co., Ltd. |
| Business Description of the Subject Company | Digital asset business (including digital asset deposit, withdrawal and remittance services) |
| Location of the Subject Company | Bangkok, Thailand |
| Capital Stock of the Subject Company | THB 735,400,000 (Thai baht) |
| Date of Establishment of the Subject Company | 20 July 2018 |
| Net Sales of the Subject Company | 11,024,034.39 THB (Thai baht) (¥50,379,837), fiscal year ending December 2025 |
| Operating Profit of the Subject Company | -74,159,640.22 THB (Thai baht) (-¥338,909,555), fiscal year ending December 2025 |
| Net Income of the Subject Company | -87,553,692.58 THB (Thai baht) (-¥400,120,375), fiscal year ending December 2025 |
| Net Assets of the Subject Company | 11,402,207.18 THB (Thai baht) (¥52,108,086), fiscal year ending December 2025 |
| Acquisition price | Undisclosed at the transferee's request |
| Number of shares acquired | 7,349,446 shares transferred (3,603,460 shares transferred by GMO Internet (4784) and 3,745,986 shares transferred by the Thai holding company). Number of voting rights held by the acquiring party: Not disclosed |
| Voting rights ownership percentage | Before Direct: 49.00%; indirect: 50.94% → after 0% |
| Impact on Business Performance | The impact on the Company’s consolidated results for the fiscal year ending December 2026 is expected to be immaterial. |
| Date of board resolution | 24 September 2026 |
| Contract Date | 24 September 2026 (scheduled) |
| Execution Date / Effective Date | 31 October 2026 (予定) |
| Valuation methodology | Fair value reflecting the market price. Specific valuation method: Not disclosed |
| Conditions Precedent to Execution | The major shareholder(s) of the acquiring company plan to comply with the Securities and Exchange Commission, Thailand's approval regulations concerning major shareholders |
| Management structure after acquisition | Withdrawal from the digital asset business in Thailand. The post-transaction corporate name change, representative and treatment of employees: Not disclosed |
Items this document does not state (11)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial 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.As part of a review of the business portfolio, the company reassessed the positioning, role and future outlook of the business and, taking into account the market environment for digital assets in Thailand, decided to withdraw from the business of its Thai sub-subsidiary.
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