Sansan, Inc. (the “Company”) hereby announces that the Company decided today that logmi Business operated by logmi, Inc. (“logmi”), a consolidated subsidiary, will be succeeded to the Company through a company split and that it has concluded a share transfer agreement to sell all shares in logmi to Uzabase, Inc.(“Uzabase”).
As the Company Split constitutes a simplified absorption-type company split involving a consolidated subsidiary of the Company, disclosure of certain items and details has been omitted.
1. Transfer of Certain Operations to the Company from a Subsidiary Through a Company Split (a Simplified Absorption-Type Company Split)
（1）Purpose of the Company Split
The Company had multiple discussions on the scope of the share transfer with Uzabase as part of considerations on the transfer of shares in its consolidated subsidiary logmi, as described in “2. Change to a Consolidated Subsidiary (Sale of Share), (1) Reason for Sale of Share”. As a result, having comprehensively considered the discussed details and compatibility with other businesses the Company operates, the Company decided to succeed the logmi Business operated by logmi through a company split (a simplified absorption-type company split) ahead of executing the share transfer.
（2）Summary of the Company Split
A.Schedule for the Company Split
| Approval date of the company split agreement |
February 6, 2026 |
| Conclusion date of the company split agreement |
February 6, 2026 |
| Effective date of the company split |
March 31, 2026 (planned) |
|
B.Method of the Company Split
The Company Split will be an absorption-type company split with logmi as the splitting company and the Company as the successor company.
C.Details of Share Allotment in Relation to the Company Split
As logmi is a wholly owned subsidiary of the Company, there will be no allotment of shares or any other consideration on the occasion of the Company Split.
D.Procedures Relating to Share Subscription Rights and Corporate Bonds with Share Subscription Rights Associated with the Company Split
Not applicable.
E.Increase or Decrease in Share Capital as a Result of the Company Split
There will be no change in the share capital of the Company as a result of the Company Split.
F.Rights and Obligations to Be Transferred to the Successor Company
Among the assets and liabilities, and the rights and obligations including contractual status, related to the Company Split, those stipulated in the absorption-type company split agreement will be transferred to the Company.
G.Prospects for Fulfillment of Obligations
The Company believes that, upon the Company Split, there will be no issues concerning the prospects with respect to fulfillment of obligations to be borne by the Company and logmi.
（3）Overview of the Parties to the Company Split
|
Successor company |
Splitting company |
| (1)Company name |
Sansan, Inc. |
logmi, Inc. |
| (2)Location |
Shibuya Sakura Stage 28F, 1-1
Sakuragaoka-cho, Shibuya-ku,
Tokyo, Japan |
Shibuya Sakura Stage 32F, 1-1
Sakuragaoka-cho, Shibuya-ku,
Tokyo, Japan |
| (3)Representative |
Chikahiro Terada
Representative Director, CEO, CPO |
Yukari Miura
Representative Director, CEO |
| (4)Description of business |
Planning, development, and sales of cloud-based solutions that promote AI transformation and reshape how we work
|
Digital media business; Website planning/production/operation; Event/seminar planning/implementation |
| (5)Capital |
7,291 million yen |
16 million yen |
| (6)Founded |
June 11, 2007 |
August 8, 2013 |
| (7)Total number of shares issued |
126,659,468 shares |
375 shares |
| (8)End of fiscal year |
May 31 |
May 31 |
| (9)Major shareholders and shareholding ratio (As of November 30, 2025) |
CNK, Inc. |
25.93% |
Sansan, Inc. |
100% |
|
JPLLC CLIENT ASSETS-SKJ |
12.48% |
|
|
|
The Master Trust Bank of
Japan,Ltd. (Trust Account) |
7.43% |
|
|
|
Chikahiro Terada |
6.48% |
|
|
|
PERSHING-DIV. OF DLJ SECS. CORP. |
3.55% |
|
|
(10)Operating results and financial condition for the most recent fiscal year (JGAAP）
(Millions of yen, unless otherwise stated)
|
| Fiscal year ended |
May 31, 2025
（Consolidated） |
May 31, 2025
（Non-consolidated） |
| Net assets |
16,040 |
(9) |
| Total assets |
47,984 |
399 |
| Net assets per share (yen) |
118.29 |
(25,794) |
| Net sales |
43,202 |
893 |
| Operating profit |
2,800 |
22 |
| Ordinary profit |
2,743 |
21 |
| Profit attributable to owners of parent |
424 |
13 |
| Basic earnings per Share (yen) |
3.36 |
13,098 |
|
（4）Details of the Business Division to Be Transferred
A.Description of the Business Division to Be Split/Succeeded
logmi’s logmi Business
B.Operating Results of the Division to Be Transferred (Fiscal year ended May 31, 2025)
Net sales 111 million yen
C.Items of Assets and Liabilities to Be Transferred and Their Book Values (as of May 31, 2025)
(Millions of yen)
| Assets |
Liabilities |
| Items |
Book value |
Items |
Book value |
| Current assets |
9 |
Current Liabilities |
9 |
| Fixed assets |
0 |
Fixed Liabilities |
0 |
| Total |
9 |
Total |
9 |
|
（5）Status After the Company Split
There will be no change in the name, location, business description, share capital, or fiscal
year-end of the Company or logmi as a result of the Company Split.
2.Change to a Consolidated Subsidiary (Sale of Share)
（1）Reason for Sale of Share
The Company made logmi, a provider of event transcription services, into a consolidated subsidiary in August 2020. Since then, we have been advancing collaboration and other initiatives between the two companies, aiming to boost logmi’s business performance with the introduction of the Company’s know-how and to create synergies.
After receiving a proposal from Uzabase to purchase shares in logmi, we have decided to sell the shares to increase our capital and asset efficiency.
（2）Overview of the Consolidated Subsidiary to Be Transferred
| (1)Company name |
logmi, Inc. |
| (2)Location |
Shibuya Sakura Stage 32F, 1-1 Sakuragaoka-cho, Shibuya-ku, Tokyo, Japan
|
| (3)Representative |
Yukari Miura
Representative Director, CEO
|
| (4)Description of business |
Digital media business; Website planning/production/operation; Event/seminar planning/implementation |
| (5)Capital |
16 million yen |
| (6)Founded |
August 8, 2013 |
| (7)Total number of shares issued |
375 shares |
| (8)Ownership |
Sansan, Inc. 100% |
| (9)Relationship between the Company and logmi |
Capital relationship |
The Company owns 100% of logmi. |
|
Personnel relations |
Two people from the Company serve as logmi’s executive officers. |
|
Business relationship |
The Company has contractual and other business relationships with logmi on the use of various services. |
|
Status as a related company |
Logmi is a consolidated subsidiary of the Company.
|
(10)Logmi’s operating results and financial position in the past 3 years (JGAAP)
(Millions of yen, unless otherwise stated)
|
| Fiscal year ended |
May 31, 2023 |
May 31, 2024 |
May 31, 2025 |
| Net assets |
(45) |
(80) |
(9) |
| Total assets |
167 |
213 |
399 |
| Net assets per share (yen)
|
(121,724) |
(215,334) |
(25,794) |
| Net sales |
362 |
526 |
893 |
| Operating profit |
(26) |
(34) |
22 |
| Ordinary profit |
(26) |
(34) |
21 |
| Net Profit |
(28) |
(35) |
13 |
| Basic earnings per share (yen) |
(75,055) |
(93,610) |
13,098 |
|
（3）Summary for the Buyer
| (1)Company name |
Uzabase, Inc. |
| (2)Location |
Mitsubishi Building, 2-5-2 Marunouchi, Chiyoda-ku Tokyo, Japan |
| (3)Representative |
Yusuke Inagaki |
| (4)Description of business |
Provide business information infrastructure to support decision-making in corporate activities |
| (5)Capital |
100 million yen |
| (6)Founded |
April 1, 2008 |
| (7)Relationship between the Company and Uzabase |
Capital relationship |
No material items to report |
|
Personnel relations |
No material items to report |
|
Business relationship |
No material items to report |
|
Status as a related company |
No material items to report |
|
（4）Shares to Be Sold, Sale Price and Shares Before and After Sale
| (1)Number of shares before sale |
375 shares
(number of voting rights: 100%） |
| (2)Number of shares to be sold |
375 shares |
| (3)Sale price |
1,650 million yen |
| (4)Number of shares after sale |
0 share (number of voting rights: 0%) |
|
（5）Schedule for the Sale of Share
| (1)Date of the decision on the sale of share |
February 6, 2026 |
| (2)Signing of agreement |
February 6, 2026 |
| (3)Share sale execution |
April 1, 2026 (planned) |
|
3.Outlook
The impact of the succession of a certain business of logmi through a company split and the share transfer on the Company’s consolidated net sales and adjusted operating profit is minimal, and there is no change to the earnings forecast for the fiscal year ending May 31,2026. In the fourth quarter of the fiscal year ending May 2026, we expect to post an extraordinary gain on sales of shares of subsidiaries and affiliates associated with the share transfer. We are currently in the process of determining its amount and will promptly announce any matter that should be disclosed if it arises.
