This transaction
This transaction (the tender offer and GSX's treasury share acquisition)The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Operates a Cybersecurity Business providing one-stop support for cybersecurity measures to upper-tier mid-sized, mid-sized and small and medium-sized companies; a Security Education Business providing security training for personnel at IT companies and systems integrators; and a Security Personnel Business providing security professionals.
We expect to record a gain of ¥17,054 million on the sale of an investment in the consolidated fiscal year ending March 2027. After taking into account the related tax effects, net income attributable to owners of the parent on a consolidated basis is expected to increase by ¥22,255 million. We will not revise our earnings forecast at this time and plan to revise it when the impact becomes reasonably foreseeable.
| Item | Details |
|---|---|
| Transaction name | This transaction (the tender offer and GSX's treasury share acquisition) |
| Counterparty name | Accenture Japan Ltd., Global Security Experts Inc. |
| Name of the Subject Company | Global Security Experts Inc. |
| Business Description of the Subject Company | Operates a Cybersecurity Business providing one-stop support for cybersecurity measures to upper-tier mid-sized, mid-sized and small and medium-sized companies; a Security Education Business providing security training for personnel at IT companies and systems integrators; and a Security Personnel Business providing security professionals. |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥546 million (as of 31 March 2026) |
| Date of Establishment of the Subject Company | 1 August 1984 |
| Acquisition price | Planned total transfer amount of ¥35,045,010,000 (reference figure calculated by multiplying the treasury share acquisition price by the planned number of shares to be transferred) |
| Type of Consideration | Cash (GSX's treasury share acquisition) |
| Tender offer price | ¥8,500 per share |
| Tender offer period | From 2 November 2026 to 15 December 2026 (予定) |
| Number of shares acquired | 6,006,000 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 39.56% → after 0% |
| Amount of extraordinary income (loss) | Gain of ¥17,054 million on the sale of an investment accounted for using the equity method (consolidated fiscal year ending March 2027) |
| Impact on Business Performance | We expect to record a gain of ¥17,054 million on the sale of an investment in the consolidated fiscal year ending March 2027. After taking into account the related tax effects, net income attributable to owners of the parent on a consolidated basis is expected to increase by ¥22,255 million. We will not revise our earnings forecast at this time and plan to revise it when the impact becomes reasonably foreseeable. |
| Date of board resolution | 30 October 2026 |
| Contract Date | 30 October 2026 |
| Execution Date / Effective Date | GSX treasury share acquisition date: during March 2027 (予定) |
| Conditions Precedent to Execution | The tender offer is completed and the series of transactions under the transaction agreement is carried out. GSX conducts its treasury share acquisition after the tender offer is completed. |
| Management structure after acquisition | GSX is expected to cease being our equity-method affiliate. The policy is to enhance GSX's management independence and enable more agile business operations. Change of corporate name and treatment of employees: Not disclosed |
Items this document does not state (12)
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 forms part of the optimization of our business portfolio based on the medium-term target "Goal2030." The cyber security-related industry has characteristics that differ from our Group's existing businesses, and its business environment is changing rapidly. We have therefore determined that enhancing GSX's management independence and enabling more agile business operations will contribute to increasing the corporate value of both GSX and our Group. The funds obtained from the transfer will be used with priority given to growth investments, while additional shareholder returns will also be considered as an option.