Decision and Details
The boards of directors of both companiesMatters subject to prior disclosure relating to the share exchange
The share exchange ratio was judged to be reasonable based on the results of discussions and negotiations taking into account the valuation by a third-party valuation institution, advice from legal advisers, due diligence, and the financial and asset positions and future outlooks of both companies. GAKKEN HOLDINGS CO.,LTD. shares were chosen as the consideration because the shares are listed on the Prime Market of the Tokyo Stock Exchange, trading opportunities will remain available after the effective date, and shareholders are expected to benefit from synergies.
The synergies expected to result from the execution of this share exchange have not been reflected in the financial forecasts because they are difficult to estimate specifically at this time.
| Item | Details |
|---|---|
| Matter Covered | Matters subject to prior disclosure relating to the share exchange |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 15 May 2026 (date of execution of the share exchange agreement and decision) |
| Implementation Date | 31 July 2026 (予定, effective date) |
| Period Covered | From 31 July 2026 onward (from the effective date of the share exchange) |
| Amount | Increase in GAKKEN HOLDINGS CO.,LTD.'s stated capital: ¥0; increase in retained earnings reserve: ¥0; capital reserve: an amount to be separately determined in accordance with Article 39 of the Company Accounting Regulations |
| Quantity / scale | Share exchange ratio: 0.39 shares of GAKKEN HOLDINGS CO.,LTD. common stock for each share of RareJob,Inc. common stock; number of shares to be delivered: 2,965,633 shares of GAKKEN HOLDINGS CO.,LTD. common stock (予定); number of RareJob,Inc. shares held by GAKKEN HOLDINGS CO.,LTD.: 1,903,300 shares (ownership ratio: 19.93%) |
| Impact on Business Performance | The synergies expected to result from the execution of this share exchange have not been reflected in the financial forecasts because they are difficult to estimate specifically at this time. |
| Reason | The share exchange ratio was judged to be reasonable based on the results of discussions and negotiations taking into account the valuation by a third-party valuation institution, advice from legal advisers, due diligence, and the financial and asset positions and future outlooks of both companies. GAKKEN HOLDINGS CO.,LTD. shares were chosen as the consideration because the shares are listed on the Prime Market of the Tokyo Stock Exchange, trading opportunities will remain available after the effective date, and shareholders are expected to benefit from synergies. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, Paragraph 1 of the Companies Act; Article 796, Paragraph 2 of the Companies Act; Article 783, Paragraph 1 of the Companies Act; Article 785, Paragraph 1 of the Companies Act; Article 799, Paragraph 1 of the Companies Act; Article 234 of the Companies Act; Article 192, Paragraph 1 of the Companies Act; and Article 39 of the Company Accounting Regulations |
| Related previous disclosures | 15 May 2026, “Notice Regarding the Execution of a Share Exchange Agreement for GAKKEN HOLDINGS CO.,LTD. to Make RareJob,Inc. a Wholly Owned Subsidiary (Simplified Share Exchange)”; 16 February 2026, “Notice Regarding Revisions to the Earnings Forecast” |
| Future plans | RareJob,Inc. is scheduled to hold an annual general meeting of shareholders on 25 June 2026 to approve the share exchange agreement. The final trading date for RareJob,Inc. shares will be 28 July 2026, the shares are scheduled to be delisted on 29 July 2026, and the share exchange is scheduled to become effective on 31 July 2026. If necessary, the effective date may be changed by agreement between the two companies. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The two companies state that, based on the valuation by a third-party valuation institution, advice from their legal advisers, due diligence, and their financial and asset positions and future outlooks, they judged the share exchange ratio to be reasonable and to serve the interests of the shareholders of both companies. They chose shares as the consideration because GAKKEN HOLDINGS CO.,LTD. will remain listed, providing RareJob,Inc. shareholders with trading opportunities and the expectation of benefiting from synergies generated through the share exchange.