Worth reading
46Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
50.1
% (ownership stake after acquisition)Wording
Conditional
How definitive the wording is.This transaction
This transaction (the tender offer and the transfer)Counterpartyいなよしキャピタルパートナーズ株式会社, Hiromasa Shuichi (廣政愁一)
Disclosing companyManabi-aid Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition priceTender offer: ¥338 per common share. Transfer: ¥338 per common share (the total amount is not specified in the filing)
Type of ConsiderationCash
Tender offer price¥338 per common share. The purchase price for stock acquisition rights is not specified (the tender offer is for common shares)
Minimum number of shares to be purchased624,100 shares
Tender offer periodFrom 27 April 2026 to 28 May 2026 (20 business days). If the target company requests an extension, through 11 June 2026 (30 business days)
Procedures and assumptions
Conditions Precedent to ExecutionFor the transfer, all representations and warranties of the counterparty must be true and accurate, there must be no breach of contractual obligations, and the tender offer must be completed with settlement finalized. For the tender offer, at least 624,100 shares must be tendered
Management structure after acquisition株式会社学びエイド is expected to become a subsidiary of ＮＯＶＡホールディングス株式会社. However, because ＮＯＶＡホールディングス株式会社 does not prepare consolidated financial statements, 株式会社学びエイド is not expected to become a consolidated subsidiary. The policy is to maintain the listing of 株式会社学びエイド shares. The corporate name, representative, and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | This transaction (the tender offer and the transfer) |
| Counterparty name | いなよしキャピタルパートナーズ株式会社, Hiromasa Shuichi (廣政愁一) |
| Name of the Subject Company | 株式会社学びエイド |
| Acquisition price | Tender offer: ¥338 per common share. Transfer: ¥338 per common share (the total amount is not specified in the filing) |
| Type of Consideration | Cash |
| Tender offer price | ¥338 per common share. The purchase price for stock acquisition rights is not specified (the tender offer is for common shares) |
| Minimum number of shares to be purchased | 624,100 shares |
| Tender offer period | From 27 April 2026 to 28 May 2026 (20 business days). If the target company requests an extension, through 11 June 2026 (30 business days) |
| Number of shares acquired | 1,138,300 shares through the transfer and 624,100 shares through the tender offer, for a total of 1,762,400 shares. The number of voting rights is not specified. The transfer is stated to represent 33.36% of the 34,120 voting rights held by all shareholders |
| Voting rights ownership percentage | Before 0.00％ → after 50.10％ |
| Date of board resolution | 24 April 2026 |
| Contract Date | 24 April 2026 |
| Execution Date / Effective Date | 4 June 2026 (scheduled). If the tender offer period is extended, the revised settlement commencement date |
| Conditions Precedent to Execution | For the transfer, all representations and warranties of the counterparty must be true and accurate, there must be no breach of contractual obligations, and the tender offer must be completed with settlement finalized. For the tender offer, at least 624,100 shares must be tendered |
| Management structure after acquisition | 株式会社学びエイド is expected to become a subsidiary of ＮＯＶＡホールディングス株式会社. However, because ＮＯＶＡホールディングス株式会社 does not prepare consolidated financial statements, 株式会社学びエイド is not expected to become a consolidated subsidiary. The policy is to maintain the listing of 株式会社学びエイド shares. The corporate name, representative, and treatment of employees: not disclosed |
Items this document does not state (17)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation methodologyIndependent valuation institutionSpecial Committee
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The purpose is to make 株式会社学びエイド a subsidiary of ＮＯＶＡホールディングス株式会社.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.