Worth reading
45Recurring
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
—
Displayed only when the document provides numerical figures.Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
The reorganizationCounterparty (target company)GMO MAKESHOP, Inc.
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.
Target company
The company provides the “makeshop byGMO” e-commerce platform to mid-sized and large businesses.
Consideration and expenses
Acquisition priceUndecided (the consideration, exchange ratio and other terms of the share exchange are undecided)
Type of ConsiderationShares (share exchange; the form of consideration is undecided)
Merger ratio/share exchange ratioUndecided (the wholly owning parent company in the share exchange will be the new holding company, and the wholly owned subsidiary in the share exchange will be GMO MakeShop, Inc.)
Impact on Business Performance
The impact on the company's consolidated results is expected to be immaterial.
Procedures and assumptions
Special CommitteeReference is made to the establishment of a special committee and related matters. See GMO Pepabo, Inc.'s disclosure for details.
Conditions Precedent to ExecutionApproval of the share-transfer plan by GMO Pepabo, Inc.'s extraordinary general meeting of shareholders (scheduled for 19 January 2027). The share exchange may not be carried out depending on the outcome of future discussions.
Management structure after acquisitionThe company will transition to a holding company structure, with GMO Pepabo, Inc. and GMO MakeShop, Inc. placed under the new holding company. The new holding company is scheduled to apply for listing on the Standard Market of the Tokyo Stock Exchange and will pursue a policy of maintaining its listing. Existing businesses will continue after the transition to the holding company structure. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | The reorganization |
| Counterparty name | GMO MAKESHOP, Inc. |
| Name of the Subject Company | GMO MAKESHOP, Inc. |
| Business Description of the Subject Company | The company provides the “makeshop byGMO” e-commerce platform to mid-sized and large businesses. |
| Acquisition price | Undecided (the consideration, exchange ratio and other terms of the share exchange are undecided) |
| Type of Consideration | Shares (share exchange; the form of consideration is undecided) |
| Merger ratio/share exchange ratio | Undecided (the wholly owning parent company in the share exchange will be the new holding company, and the wholly owned subsidiary in the share exchange will be GMO MakeShop, Inc.) |
| Voting rights ownership percentage | Before 58.76％ → after 58.76% (expected to remain unchanged) |
| Impact on Business Performance | The impact on the company's consolidated results is expected to be immaterial. |
| Date of board resolution | 13 November 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) (sole-share transfer); the share exchange involving GMO MakeShop, Inc. is undecided |
| Special Committee | Reference is made to the establishment of a special committee and related matters. See GMO Pepabo, Inc.'s disclosure for details. |
| Conditions Precedent to Execution | Approval of the share-transfer plan by GMO Pepabo, Inc.'s extraordinary general meeting of shareholders (scheduled for 19 January 2027). The share exchange may not be carried out depending on the outcome of future discussions. |
| Management structure after acquisition | The company will transition to a holding company structure, with GMO Pepabo, Inc. and GMO MakeShop, Inc. placed under the new holding company. The new holding company is scheduled to apply for listing on the Standard Market of the Tokyo Stock Exchange and will pursue a policy of maintaining its listing. Existing businesses will continue after the transition to the holding company structure. Employee treatment: Not disclosed |
Items this document does not state (18)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institution
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.To accelerate decision-making and the allocation of management resources by separating management strategy functions from business execution functions, and to realize synergies including the use of AI, shared sales and marketing capabilities, and common system infrastructure by consolidating the e-commerce businesses of GMO Pepabo, Inc. and GMO MakeShop, Inc. under the new holding company.
How to read this page
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