Japanius (9558), a Tokyo Stock Exchange Growth-listed engineering services company, will buy 94.1% of data platform builder dotsline for ¥2.5 billion and acquire the rest through a share exchange, making it a wholly owned subsidiary.
The board approved the deal on Oct. 29. Japanius will buy 9,312 of dotsline's 9,900 outstanding shares from the startup's two individual shareholders, its chief executive and a director, on Oct. 30. The purchase will be funded with cash on hand and bank borrowings, and the price excludes acquisition-related costs. Because dotsline's capital of ¥10 million equals 10% or more of Japanius's ¥23.63 million, it will become a specified subsidiary.
The remaining 588 shares will be acquired through a share exchange at a ratio of 136.40 Japanius shares for each dotsline share, with 80,203 shares to be delivered from treasury stock and no new shares issued. Neither company needs shareholder approval: the swap is a simplified exchange for Japanius and a short-form exchange for dotsline.
| Item | Valuation by Five Star Partners |
|---|---|
| Japanius per share (market price, Oct. 28 base date) | ¥1,985-2,003 |
| dotsline per share (DCF) | ¥236,757-304,909 |
| Exchange ratio range | 119.29-153.63 |
Founded on Nov. 28, 2023, dotsline plans, designs, builds and operates data platforms and has seven employees. Japanius, which aims to employ 10,000 digital professionals over the long term, said dotsline needs to secure engineers and expand its customer base, and that it will assign its own engineers to the business and market it through its client base centered on listed companies. dotsline's CEO will remain representative director, and Japanius is considering both sellers as candidates for its board.
Next steps: The share purchase is scheduled for Oct. 30, 2026, and the share exchange is set to take effect on Nov. 26, 2026.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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