Absorbing Yumeshin in an all-share merger, then retiring both names (2021)

The ¥45.6bn price tag left on the books

Taking in a listed company with ¥58.6bn of revenue without spending a single yen of cash looks like a deft piece of work. But paying in shares is not the same as not paying. Existing shareholders were diluted at a ratio of 0.63, and on top of that the value of the assets acquired did not survive the impairment test three months later. The figure of ¥29.435bn in the construction segment is the result of rewriting, at the same moment, both the outlook for the construction business the company had entered on its own the year before and the outlook for the construction business inherited from Yumeshin.

Even so, the merger itself left numbers behind. Construction turned profitable in the year to June 2022, with ¥36.9bn of revenue and ¥5.3bn of profit, and group revenue grew from ¥98.8bn to ¥187.9bn in four years. The Yumeshin name, running from the 1976 Sato Architectural Design Office, disappeared from the corporate name in January 2023, and the BeNEXT name adopted in 2020 disappeared at the same time. What remained was the goodwill figure — recognized at ¥71.7bn in April 2021 and cut to ¥45.605bn by the year end — and the schedule allocating it across construction, machinery/electrical, IT and overseas.