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M&A and Subsidiary Changes9560PROGRIT Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in 株式会社スタディーハッカー (Making It a Consolidated Subsidiary)

PROGRIT will acquire 4,200,000 shares of 株式会社スタディーハッカー, making it a consolidated subsidiary with 100% of the voting rights. The share transfer will be completed on 28 April 2026, and the company will be included in consolidated financial results from the third quarter of the fiscal year ending August 2026.

Worth reading
67In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
5
Up to ¥600 million (expected addition to net sales)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares (conversion into a consolidated subsidiary)
CounterpartyBenesse Corporation
Disclosing companyPROGRIT Inc.
株式会社スタディーハッカーVoting rights ownership percentageNumber of shares acquired 4,200,000 shares (number of voting rights: 4,200,000)

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

English education, media, and education-related application development businesses

Location Chiyoda-ku, TokyoShare capital ¥21 millionDate of incorporation 24 February 2010
Net Sales¥1,569.014 million (fiscal year ended March 2025)
Operating profit¥84.183 million (fiscal year ended March 2025)
Net income for the current fiscal year¥105.577 million (fiscal year ended March 2025)
Net assets-¥597.338 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceCommon shares of 株式会社スタディーハッカー: ¥0 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥9 million
Type of ConsiderationCash (consideration for common shares: ¥0 million)
Goodwill amountPositive goodwill of approximately ¥300–400 million (amortization period: Not disclosed)
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The impact on results for the fiscal year ending August 2026 is currently under review. Net sales are expected to increase by approximately ¥500–600 million, while the impact on operating profit is expected to be minor.

Procedures and assumptions
Management structure after acquisitionA new group management structure will be established. Information regarding the trade name, representative, and treatment of employees is Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares (conversion into a consolidated subsidiary)
Counterparty nameBenesse Corporation
Name of the Subject Company株式会社スタディーハッカー
Business Description of the Subject CompanyEnglish education, media, and education-related application development businesses
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥21 million
Date of Establishment of the Subject Company24 February 2010
Net Sales of the Subject Company¥1,569.014 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥84.183 million (fiscal year ended March 2025)
Net Income of the Subject Company¥105.577 million (fiscal year ended March 2025)
Net Assets of the Subject Company-¥597.338 million (fiscal year ended March 2025)
Acquisition priceCommon shares of 株式会社スタディーハッカー: ¥0 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥9 million
Type of ConsiderationCash (consideration for common shares: ¥0 million)
Number of shares acquired4,200,000 shares (number of voting rights: 4,200,000)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Goodwill amountPositive goodwill of approximately ¥300–400 million (amortization period: Not disclosed)
Impact on Business PerformanceThe impact on results for the fiscal year ending August 2026 is currently under review. Net sales are expected to increase by approximately ¥500–600 million, while the impact on operating profit is expected to be minor.
Date of board resolution7 April 2026
Contract Date7 April 2026
Execution Date / Effective Date28 April 2026
Management structure after acquisitionA new group management structure will be established. Information regarding the trade name, representative, and treatment of employees is Not disclosed
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Valuation 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.

The companies aim to improve service quality and accelerate business growth by combining their expertise in English education, know-how in coaching and school operations, product development and marketing capabilities, and learning data. They also state that they will enhance 株式会社スタディーハッカー’s earnings capacity and promptly eliminate its negative net worth.

How to read this page

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Notice Regarding the Acquisition of Shares in 株式会社スタディーハッカー (Making It a Consolidated Subsidiary) | PROGRIT Inc. (9560) timely disclosure | Komori