IFIS Japan Acquires Ten Nine Communications (2024 Deal)
Details on IFIS Japan’s 2024 acquisition of Ten Nine: price ¥1.595B (+fees), deal date, translation/interpretation business scale, and goodwill adjustments.
Executive summary — IFIS Japan’s most recent acquisition was Ten Nine Communications Co., Ltd., which IFIS acquired in October 2024 to add translation, interpretation and related language services to the Group and to pursue service synergies and new service development. ["acquired all of the company's issued shares"](15c6e4f0-fd5e-4e65-b475-43c6049b16ae:376:original.html) ["Translation services, interpretation services"](15c6e4f0-fd5e-4e65-b475-43c6049b16ae:376:original.html)
Deal timing and consideration — IFIS entered into a share transfer agreement and acquired 100% of Ten Nine’s issued shares on October 11, 2024 (deemed acquisition date October 1, 2024). ["Board of Directors meeting held on October 11, 2024"](15c6e4f0-fd5e-4e65-b475-43c6049b16ae:376:original.html) ["deemed acquisition date: October 1, 2024"](55dd4e2d-c490-4745-a96c-2e937fe4be11:96:audit_jpaud-aai-cc-001_E05512-000_2024-12-31_01_2025-03-31_ixbrl_htm.html)
Purchase price and related fees — The stated cash consideration for Ten Nine’s common stock was ¥1,595,000,000 and estimated advisory/transaction fees of ¥70,000,000, for a total estimated outlay of ¥1,665,000,000. ["1,595,000,000 yen"](15c6e4f0-fd5e-4e65-b475-43c6049b16ae:376:original.html) ["Advisory fees, etc. (estimated amount) 70,000,000 yen"](15c6e4f0-fd5e-4e65-b475-43c6049b16ae:376:original.html)
Target business and scale — Ten Nine provides translation and interpretation services (approx. 9,000 registered staff) and had fiscal-year sales of about ¥1,372 million and net income of about ¥40 million for the year ended May 2024 (three‑year history shown in the filing). ["approximately 9,000 registered staff members"](15c6e4f0-fd5e-4e65-b475-43c6049b16ae:376:original.html) ["Sales 1,372,172 (May 2024)"](15c6e4f0-fd5e-4e65-b475-43c6049b16ae:376:original.html)
Accounting treatment and goodwill — IFIS initially recorded provisional accounting for the business combination and recognized provisional goodwill of ¥523,891,000. ["recorded goodwill of 523,891,000 yen as a result"](55dd4e2d-c490-4745-a96c-2e937fe4be11:96:audit_jpaud-aai-cc-001_E05512-000_2024-12-31_01_2025-03-31_ixbrl_htm.html)
Post-close adjustment — When the provisional accounting was finalized in the subsequent interim period, IFIS reallocated acquisition cost items (allocating ¥468,000 thousand to customer-related intangible assets and ¥161,881 thousand to deferred tax liabilities) and reduced the previously recognized goodwill from ¥523,891,000 to ¥217,773,000. ["provisionally calculated amount of goodwill of 523,891,000 yen has decreased by 306,118,000 yen to 217,773,000 yen"](c49b1e75-6950-4057-b7a6-c797498a2d53:16:original.html) ["468,000 thousand yen was allocated to other intangible fixed assets (customer-related assets)"](c49b1e75-6950-4057-b7a6-c797498a2d53:16:original.html)
Reported impact on FY2024 results — The company disclosed that the consolidation of Ten Nine increased Language Solutions segment revenue but reduced segment profit due to acquisition-related expenses and goodwill amortization. ["Ten Nine Communications Co., Ltd. became a subsidiary in October 2024 and was included in the scope of consolidation"](55dd4e2d-c490-4745-a96c-2e937fe4be11:95:original.html) ["profits decreased due to the recording of acquisition-related expenses and amortization of goodwill"](55dd4e2d-c490-4745-a96c-2e937fe4be11:95:original.html)
If you want, I can (a) extract Ten Nine’s historical profit & loss table into a short table with citations, (b) show the exact journal/notes where the provisional accounting entries and amortization periods are described, or (c) produce a short pro forma estimate of the acquisition’s impact on IFIS’s FY2025 metrics (needs your preferred assumptions). Which would you like next?
