Japan M&A Solution Incorporated
Notice of Conclusion of Share Exchange Agreement to Make SBI Tsuji-Hongo M&A Co., Ltd. a Wholly Owned Subsidiary and Planned Changes in Major Shareholders, Other Related Companies and Specific Subsidiaries
Through this share exchange, Japan M&A Solution Incorporated will make SBI Tsuji-Hongo M&A Co., Ltd. a wholly owned subsidiary. The number of shares to be delivered is 452.63 shares of the Company per 1 share of STH, corresponding to approximately 75.0% of the total outstanding shares. The effective date is December 4, 2026. The schedule including the extraordinary shareholders meeting approval date is provided. The purpose is to strengthen collaboration in M&A advisory including business succession support and to expand the revenue base.
Key Figures
- Share exchange ratio: 452.63 shares per 1 share
- Total shares to be delivered: 1,108,943.5 shares
- Estimated STH net sales: 8 hundred million yen plus (fiscal year ending March 2027)
AI要約
Overview of the M&A
This share exchange will establish Japan M&A Solution Incorporated as the wholly owning parent company and make SBI Tsuji-Hongo M&A Co., Ltd. a wholly owned subsidiary, aiming to acquire STH shares and expand cooperation with the SBI Tsuji-Hongo Group. To ensure fairness, an evaluation by an independent third-party appraiser was conducted, and the share exchange ratio of 452.63 shares per one STH share (after fractional handling) was adopted. The effective date is scheduled for December 4, 2026.
Outlook and Impact
Incorporating STH's expected closed deals and cost reduction effects, the Company aims for net sales exceeding 8 hundred million yen and operating income exceeding 3 hundred million yen in the fiscal year ending March 2027. Consolidation effects are expected to expand ordinary income, accelerating the strengthening of the management base toward a 2029 listing. Through collaboration with the Tsuji-Hongo Group and the SBI Group, the Company will pursue sharing buyer networks, personnel, and know-how and acquiring new deals.
Japan M&A Solution Incorporated
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