Tokyo-listed eole signed a share exchange on 15 October to make WOODMAN, an unlisted seller of AI servers and storage, a wholly owned subsidiary. Eole will pay in stock, not cash, and says that keeps funds free for data-centre investment.
The terms
Eole will hand over 5,727.38 of its shares for each WOODMAN share, 3,436,428 new shares in total (planned). Eole puts that at 7.97% of its 43,078,920 shares outstanding at 30 September, or 7.98% of voting rights.
The ratio follows from a ¥3.33mn per-share value for WOODMAN, agreed by the two companies, divided by eole's ¥582 close on 14 October. Valuer Sakura Accounting LLC, using comparable listed companies, produced a range of ¥3.08mn to ¥5.78mn per share. It did not use a discounted cash flow model, and its range excludes growth assumed in WOODMAN's plan from the year to September 2028.
The target
WOODMAN sells GPU servers and storage and builds modular AI data centres. It forecasts revenue of ¥12.85bn and operating profit of ¥350mn for the year to September 2026, a projection, not a final result. One large project of about ¥4bn, roughly 30% of annual revenue, is expected to be booked in September. The valuation therefore used the average of the 2025 actual and 2026 forecast earnings, with a 30% illiquidity discount.
What remains
The deal is signed, not complete. Eole's extraordinary shareholders' meeting is set for 27 November, with a 24 October record date, and WOODMAN must also obtain its own corporate approval. The effective date is planned for 30 November.
The issuance would dilute two major shareholders. The JAIC-Web3 Fund would fall from 10.34% to 9.57% of voting rights and another individual major shareholder from 10.07% to 9.32%, so both would cease to be major shareholders. The filing calculates those figures on 464,510 voting rights after issuance. It leaves goodwill and the effect on consolidated earnings undetermined.