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How definitive the wording is.This transaction
This absorption mergerCounterparty株式会社ファイナンシャルブレインシステムズ, 株式会社ジョイワークス
Disclosing companyBUSINESS BRAIN SHOWA・OTA 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
Web system development; planning, production, maintenance and operation of websites; server and network construction support; help desk and project management; and support for systems engineering operations
Location Shibuya, TokyoShare capital ¥30 millionDate of incorporation 3 March 2011
Consideration and expenses
Type of ConsiderationShares, allotted and delivered to shareholders of the absorbed company at a ratio of 0.1667 JW shares for each FBS share
Merger ratio/share exchange ratio0.1667 JW shares for each FBS share (FBS will be the surviving company and JW the absorbed company)
Impact on Business Performance
As this absorption-type merger is between consolidated subsidiaries of the Company, its impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the shareholders' meetings to approve the absorption-type merger of FBS and JW (FBS: 22 June 2026; JW: 19 June 2026)
Management structure after acquisitionThere will be no changes to FBS's corporate name, location, titles and names of its representative, business activities, capital or fiscal year-end. 株式会社ビジネスブレイン太田昭和 will be the largest shareholder, with a 91.10% ownership interest. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | 株式会社ファイナンシャルブレインシステムズ, 株式会社ジョイワークス |
| Name of the Subject Company | 株式会社ジョイワークス |
| Business Description of the Subject Company | Web system development; planning, production, maintenance and operation of websites; server and network construction support; help desk and project management; and support for systems engineering operations |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥30 million |
| Date of Establishment of the Subject Company | 3 March 2011 |
| Type of Consideration | Shares, allotted and delivered to shareholders of the absorbed company at a ratio of 0.1667 JW shares for each FBS share |
| Merger ratio/share exchange ratio | 0.1667 JW shares for each FBS share (FBS will be the surviving company and JW the absorbed company) |
| Voting rights ownership percentage | Before FBS 90.6％、JW 100％ → after FBS: 91.10% (JW will cease to exist) |
| Impact on Business Performance | As this absorption-type merger is between consolidated subsidiaries of the Company, its impact on consolidated results will be immaterial. |
| Contract Date | 22 May 2026 |
| Execution Date / Effective Date | 1 July 2026 (Wednesday) |
| Conditions Precedent to Execution | Approval at the shareholders' meetings to approve the absorption-type merger of FBS and JW (FBS: 22 June 2026; JW: 19 June 2026) |
| Management structure after acquisition | There will be no changes to FBS's corporate name, location, titles and names of its representative, business activities, capital or fiscal year-end. 株式会社ビジネスブレイン太田昭和 will be the largest shareholder, with a 91.10% ownership interest. Employee treatment: not disclosed |
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation methodologyIndependent valuation institutionSpecial Committee
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 merger of the two companies is intended to further strengthen the SES co-creation business and make effective use of the Group's management resources as a whole.
How to read this page
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