Worth reading
59In focus
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
570000000
Yen (approx.)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in this transactionCounterpartyMitani Akisada (三谷明定), Miyanari Shio (宮成志緒), Mitani Akie (三谷秋恵)
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
Engineer staffing (business applications and control applications), technical personnel staffing, outsourced services, and other related activities
Location Naka-ku, Hiroshima, Hiroshima PrefectureShare capital ¥10 millionDate of incorporation 21 January 1985
Net Sales¥184.078 million (fiscal year ended September 2025)
Operating profitOperating loss of ¥3.424 million (fiscal year ended September 2025)
Net income for the current fiscal yearNet income of ¥5.717 million (fiscal year ended September 2025)
Net assetsNet assets of ¥510.074 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition price¥570 million (approximate)
Impact on Business Performance
Although we expect the impact on our results for the fiscal year ending March 2027 to be limited, we believe the partnership will contribute to improving our results and corporate value over the longer term.
Procedures and assumptions
Valuation methodologyDetermined following discussions between the parties, based on consideration of the results of due diligence and the share valuation conducted by a third-party institution, among other factors
Independent valuation institutionThird-party institution (name Not disclosed)
Management structure after acquisitionThe company will be brought into the BBS Group and will collaborate with 株式会社BSC and the Western Japan Regional Headquarters. Details regarding any change to the corporate name, the representative, and employee treatment are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| Counterparty name | Mitani Akisada (三谷明定), Miyanari Shio (宮成志緒), Mitani Akie (三谷秋恵) |
| Name of the Subject Company | 株式会社システムワン |
| Business Description of the Subject Company | Engineer staffing (business applications and control applications), technical personnel staffing, outsourced services, and other related activities |
| Location of the Subject Company | Naka-ku, Hiroshima, Hiroshima Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 21 January 1985 |
| Net Sales of the Subject Company | ¥184.078 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥3.424 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | Net income of ¥5.717 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | Net assets of ¥510.074 million (fiscal year ended September 2025) |
| Acquisition price | ¥570 million (approximate) |
| Number of shares acquired | 200 shares (number of voting rights: 200) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Impact on Business Performance | Although we expect the impact on our results for the fiscal year ending March 2027 to be limited, we believe the partnership will contribute to improving our results and corporate value over the longer term. |
| Date of board resolution | 27 March 2026 |
| Contract Date | 31 March 2026 |
| Execution Date / Effective Date | 28 May 2026 (share transfer completed and conversion into a wholly owned subsidiary completed) |
| Valuation methodology | Determined following discussions between the parties, based on consideration of the results of due diligence and the share valuation conducted by a third-party institution, among other factors |
| Independent valuation institution | Third-party institution (name Not disclosed) |
| Management structure after acquisition | The company will be brought into the BBS Group and will collaborate with 株式会社BSC and the Western Japan Regional Headquarters. Details regarding any change to the corporate name, the representative, and employee treatment are Not disclosed. |
Items this document does not state (11)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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 transaction is intended to expand the business in western Japan, drive corporate growth, enhance value delivered to customer companies, and increase group corporate value by bringing the target company, which has an established base in the Hiroshima area, into the group and generating synergies through collaboration with 株式会社BSC and the Western Japan Regional Headquarters.
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