Worth reading
55In focus
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
20
¥ millionWording
Conditional
How definitive the wording is.This transaction
Establishment of SubsidiariesDisclosing companyINTLOOP 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
IT consulting, DX support, and system development, operation and maintenance, Professional personnel services, a platform business for freelance personnel, and a career-change platform business
Location Minato-ku, TokyoShare capital ¥10 million each (¥20 million in total)Date of incorporation 17 August 2026 (scheduled)
Consideration and expenses
Acquisition price¥20 million in total as capital (¥10 million each)
Type of ConsiderationCash (scheduled to be contributed as capital)
Impact on Business Performance
The impact of this transaction on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Management structure after acquisitionINTLOOP T2 is scheduled to have Hayashi Hirofumi (林博文) as chair of the board, Sugimura Tomoya (杉村知哉) and Yokomizo Takayuki (横溝孝幸) as representative directors, and Uchino Ken (内野権) as its corporate auditor. INTLOOP Pro is scheduled to have Hayashi Hirofumi (林博文) as chair of the board, Waki Masao (脇正雄) as president and representative director, Taguchi Seigo (田口正剛) and Hasegawa Hiroshi (長谷川宏志) as directors, and Uchino Ken (内野権) as its corporate auditor. Both companies will be wholly owned by the Company, and 2 of the Company's directors are scheduled to concurrently serve as directors and corporate auditors of the subsidiaries. With respect to employees, the Company states that it will create opportunities for its officers and employees to participate in management and develop management personnel.
| Item | Details |
|---|---|
| Transaction name | Establishment of Subsidiaries |
| Name of the Subject Company | INTLOOP Technology & Transformation 株式会社, INTLOOP Professionals 株式会社 |
| Business Description of the Subject Company | IT consulting, DX support, and system development, operation and maintenance, Professional personnel services, a platform business for freelance personnel, and a career-change platform business |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million each (¥20 million in total) |
| Date of Establishment of the Subject Company | 17 August 2026 (scheduled) |
| Acquisition price | ¥20 million in total as capital (¥10 million each) |
| Type of Consideration | Cash (scheduled to be contributed as capital) |
| Voting rights ownership percentage | After 100% (each company) (before not disclosed) |
| Impact on Business Performance | The impact of this transaction on the Company's consolidated results is expected to be immaterial. |
| Date of board resolution | 3 August 2026 |
| Execution Date / Effective Date | 17 August 2026 (scheduled) (date of establishment and business commencement) |
| Management structure after acquisition | INTLOOP T2 is scheduled to have Hayashi Hirofumi (林博文) as chair of the board, Sugimura Tomoya (杉村知哉) and Yokomizo Takayuki (横溝孝幸) as representative directors, and Uchino Ken (内野権) as its corporate auditor. INTLOOP Pro is scheduled to have Hayashi Hirofumi (林博文) as chair of the board, Waki Masao (脇正雄) as president and representative director, Taguchi Seigo (田口正剛) and Hasegawa Hiroshi (長谷川宏志) as directors, and Uchino Ken (内野権) as its corporate auditor. Both companies will be wholly owned by the Company, and 2 of the Company's directors are scheduled to concurrently serve as directors and corporate auditors of the subsidiaries. With respect to employees, the Company states that it will create opportunities for its officers and employees to participate in management and develop management personnel. |
Items this document does not state (19)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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.This is intended to strengthen group governance as part of the key strategy in the medium- to long-term management plan, namely, the “development of a robust group management platform.” The Company states that it will clarify responsibility and authority for each subsidiary to accelerate decision-making, promote business-specific strategies, strengthen independent profit accountability, and develop management personnel.
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