Link and Motivation Inc. (TSE: 2170) signed a share exchange contract on September 9, 2026 to make SELF, the maker of enterprise chatbot service SELFBOT, a wholly owned subsidiary effective October 1. The deal is small enough, and structured simply enough, that Link's own shareholders do not need to approve it, though the contract commits Link to seek that approval if changed circumstances make it legally required under the Companies Act.
Under Companies Act rules for simplified share exchanges, SELF's total assets fall below 10% of Link's net assets and its revenue below 3% of Link's sales, so Link's board approved the deal on its own authority. SELF's shareholders approve by unanimous written consent instead of a meeting.
Payment is entirely in stock, and entirely from Link's own treasury: 1,077,299 Link common shares, with no new issuance and no cash. SELF common shareholders get 0.1291419 Link shares per share; holders of SELF's Class A preferred stock get 0.8900962 per share, reflecting their different liquidation rights.
| Item | Detail |
|---|---|
| Effective date | October 1, 2026 (planned) |
| Exchange ratio, common shares | 0.1291419 Link shares per SELF common share |
| Exchange ratio, Class A preferred | 0.8900962 Link shares per SELF Class A preferred share |
| Shares to be delivered | 1,077,299 Link treasury shares; no new issuance |
| SELF valuation (common / Class A preferred) | ¥75.52 / ¥520.52 per share (DCF / CVM method) |
| Link share valuation | ¥584.79 (6-month average close through Sept 8, 2026) |
Independent appraiser Bridge Consulting Group valued SELF's common stock at ¥75.52 a share and its Class A preferred at ¥520.52, using discounted cash flow and a waterfall method that accounts for the preferred stock's priority claim on liquidation proceeds. Link's own shares were valued at ¥584.79, based on the six-month average closing price through September 8, 2026.
SELF posted revenue of ¥203mn and operating profit of ¥23mn in the year to September 2025, its second straight profitable year after early investment left it with net assets of minus ¥0.8mn. Link says it expects that shortfall to close this fiscal year. SELF's representative director holds a 36.01% stake in the company; venture fund TUS Capital No. 1 holds 8.93%.
Link plans to fold SELFBOT into its Motivation Cloud product line and cross-sell it to existing consulting clients, part of a push toward a 2030 target of ¥15bn in operating profit and ¥24bn in annual recurring revenue. Link says the deal's effect on its own consolidated results will be minor.