Worth reading
54Recurring
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
968352000
Japanese yen (total acquisition price)Wording
Conditional
How definitive the wording is.This transaction
This capital alliance and share acquisitionCounterpartyNihon Knowledge Co,Ltd., ウィステリアトラスト株式会社
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
Software testing and quality assurance, system development, AI quality assurance-related services and other businesses
Location Taito-ku, TokyoShare capital ¥227,451,900Date of incorporation October 1985
Net Sales¥4,559 million (fiscal year ending March 2026)
Operating profit¥65 million (fiscal year ending March 2026)
Net income for the current fiscal year¥87 million (fiscal year ending March 2026)
Net assets¥1,207 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥936,257,000 for the subscription to the third-party allotment, ¥32,095,000 for the acquisition of shares from existing shareholders, for a total of ¥968,352,000
Type of ConsiderationCash
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is currently under review.
Procedures and assumptions
Management structure after acquisitionProvided that the voting rights ownership ratio in Nihon Knowledge Co,Ltd. does not fall below 20%, we will have the right to nominate 1 candidate for a part-time director who is not an Audit and Supervisory Committee member. Regarding the change of corporate name and employee treatment, not disclosed
| Item | Details |
|---|---|
| Transaction name | This capital alliance and share acquisition |
| Counterparty name | Nihon Knowledge Co,Ltd., ウィステリアトラスト株式会社 |
| Name of the Subject Company | Nihon Knowledge Co,Ltd. |
| Business Description of the Subject Company | Software testing and quality assurance, system development, AI quality assurance-related services and other businesses |
| Location of the Subject Company | Taito-ku, Tokyo |
| Capital Stock of the Subject Company | ¥227,451,900 |
| Date of Establishment of the Subject Company | October 1985 |
| Net Sales of the Subject Company | ¥4,559 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥65 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥87 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥1,207 million (fiscal year ending March 2026) |
| Acquisition price | ¥936,257,000 for the subscription to the third-party allotment, ¥32,095,000 for the acquisition of shares from existing shareholders, for a total of ¥968,352,000 |
| Type of Consideration | Cash |
| Number of shares acquired | 1,056,000 shares and 10,560 voting rights |
| Voting rights ownership percentage | Before 0.00％ → after 20.36％ |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 is currently under review. |
| Date of board resolution | 25 September 2026 |
| Contract Date | 25 September 2026 |
| Execution Date / Effective Date | 2 November 2026 (scheduled) |
| Management structure after acquisition | Provided that the voting rights ownership ratio in Nihon Knowledge Co,Ltd. does not fall below 20%, we will have the right to nominate 1 candidate for a part-time director who is not an Audit and Supervisory Committee member. Regarding the change of corporate name and employee treatment, not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount 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 create new services and expand business opportunities by combining their respective expertise and technologies in management accounting consulting, system development and operation, BPO, software testing, quality assurance, AI quality assurance and AI governance. They also aim to build a stable relationship in terms of capital, promote the mutual use of management resources and enhance the effectiveness of their business alliance.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.