Worth reading
77Important
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
2965633
GAKKEN HOLDINGS CO.,LTD. common stock (予定)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)RareJob,Inc.
Disclosing companyGAKKEN HOLDINGS CO.,LTD.
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
Reskilling business; child and parenting support business
Location Shibuya, TokyoShare capital ¥657 millionDate of incorporation 18 October 2007
Net Sales¥9,601 million (fiscal year ending March 2026)
Operating profit¥78 million (fiscal year ending March 2026)
Net income for the current fiscal year¥326 million (fiscal year ending March 2026; net income attributable to owners of the parent)
Net assets¥2,245 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationShares (common shares of GAKKEN HOLDINGS CO.,LTD.)
Merger ratio/share exchange ratioGAKKEN HOLDINGS CO.,LTD.: RareJob,Inc. = 1:0.39. For each share of RareJob,Inc., 0.39 shares of GAKKEN HOLDINGS CO.,LTD. will be delivered, with GAKKEN HOLDINGS CO.,LTD. becoming the wholly owning parent company and RareJob,Inc. becoming its wholly owned subsidiary.
Impact on Business Performance
The impact of this share exchange on GAKKEN HOLDINGS CO.,LTD. and other matters have not been determined at this time. If any matter requiring disclosure arises in the future, it will be disclosed promptly.
Procedures and assumptions
Valuation methodologyMarket price average method, market price analysis, discounted cash flow method (DCF method), and discounted cash flow analysis (DCF analysis)
Independent valuation institutionSBI Securities Co., Ltd.; Mitsubishi UFJ Bank, Ltd., Corporate Information Sales Department, Financial Development Office
Special CommitteeEstablished. Comprises 3 members: Mihara Takao (三原宇雄), certified public accountant, outside director, Audit and Supervisory Committee member and independent officer of RareJob,Inc.; Narimatsu Jun (成松淳), certified public accountant, outside director, Audit and Supervisory Committee member and independent officer of RareJob,Inc.; and Igarashi Miki (五十嵐幹), outside director, Audit and Supervisory Committee member and independent officer of RareJob,Inc.
Conditions Precedent to ExecutionApproval of the share exchange agreement at RareJob,Inc.'s annual general meeting of shareholders; expiration of the statutory waiting period for the filing under Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade; and the absence of any measures or procedures by the Japan Fair Trade Commission, including an order to take remedial measures, that would prevent this share exchange. GAKKEN HOLDINGS CO.,LTD. is scheduled not to require shareholder approval because the transaction will be conducted as a simplified share exchange.
Management structure after acquisitionGAKKEN HOLDINGS CO.,LTD. will become the wholly owning parent company in the share exchange, and RareJob,Inc. will become its wholly owned subsidiary. The corporate name of GAKKEN HOLDINGS CO.,LTD. will be GAKKEN HOLDINGS CO.,LTD., and its representative will be Hiroaki Miyahara (宮原博昭), Representative Director and President. The specific treatment of RareJob,Inc.'s employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | RareJob,Inc. |
| Name of the Subject Company | RareJob,Inc. |
| Business Description of the Subject Company | Reskilling business; child and parenting support business |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥657 million |
| Date of Establishment of the Subject Company | 18 October 2007 |
| Net Sales of the Subject Company | ¥9,601 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥78 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥326 million (fiscal year ending March 2026; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥2,245 million (fiscal year ending March 2026) |
| Type of Consideration | Shares (common shares of GAKKEN HOLDINGS CO.,LTD.) |
| Merger ratio/share exchange ratio | GAKKEN HOLDINGS CO.,LTD.: RareJob,Inc. = 1:0.39. For each share of RareJob,Inc., 0.39 shares of GAKKEN HOLDINGS CO.,LTD. will be delivered, with GAKKEN HOLDINGS CO.,LTD. becoming the wholly owning parent company and RareJob,Inc. becoming its wholly owned subsidiary. |
| Number of shares acquired | All issued shares of RareJob,Inc., excluding the 1,903,300 shares of RareJob,Inc. owned by GAKKEN HOLDINGS CO.,LTD. The number of shares of GAKKEN HOLDINGS CO.,LTD. to be delivered is expected to be 2,965,633. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 19.93% → after 100% |
| Impact on Business Performance | The impact of this share exchange on GAKKEN HOLDINGS CO.,LTD. and other matters have not been determined at this time. If any matter requiring disclosure arises in the future, it will be disclosed promptly. |
| Date of board resolution | 15 May 2026 |
| Contract Date | 15 May 2026 |
| Execution Date / Effective Date | 31 July 2026 (planned) |
| Valuation methodology | Market price average method, market price analysis, discounted cash flow method (DCF method), and discounted cash flow analysis (DCF analysis) |
| Independent valuation institution | SBI Securities Co., Ltd.; Mitsubishi UFJ Bank, Ltd., Corporate Information Sales Department, Financial Development Office |
| Special Committee | Established. Comprises 3 members: Mihara Takao (三原宇雄), certified public accountant, outside director, Audit and Supervisory Committee member and independent officer of RareJob,Inc.; Narimatsu Jun (成松淳), certified public accountant, outside director, Audit and Supervisory Committee member and independent officer of RareJob,Inc.; and Igarashi Miki (五十嵐幹), outside director, Audit and Supervisory Committee member and independent officer of RareJob,Inc. |
| Conditions Precedent to Execution | Approval of the share exchange agreement at RareJob,Inc.'s annual general meeting of shareholders; expiration of the statutory waiting period for the filing under Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade; and the absence of any measures or procedures by the Japan Fair Trade Commission, including an order to take remedial measures, that would prevent this share exchange. GAKKEN HOLDINGS CO.,LTD. is scheduled not to require shareholder approval because the transaction will be conducted as a simplified share exchange. |
| Management structure after acquisition | GAKKEN HOLDINGS CO.,LTD. will become the wholly owning parent company in the share exchange, and RareJob,Inc. will become its wholly owned subsidiary. The corporate name of GAKKEN HOLDINGS CO.,LTD. will be GAKKEN HOLDINGS CO.,LTD., and its representative will be Hiroaki Miyahara (宮原博昭), Representative Director and President. The specific treatment of RareJob,Inc.'s 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 periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)
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 companies aim to combine GAKKEN HOLDINGS CO.,LTD.'s education-related intellectual property and network with RareJob,Inc.'s EdTech development capabilities, and to promote the sharing of learning data, systems, content and operational expertise. They also aim to accelerate decision-making and strategic investment, reduce the costs of maintaining a listing and other duplicated costs, and improve the earnings structure through integrated operation of marketing and infrastructure.
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