Worth reading
68In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
50.1
Ownership interest following the transaction (%)Wording
Conditional
How definitive the wording is.This transaction
This transaction (the tender offer and the transfer)CounterpartyＮＯＶＡホールディングス株式会社, 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.
Target company
The company offers 3 services to education-related businesses nationwide, including cram schools: (i) “Manabi-aid Master,” which provides video lessons produced with expert instructors and management functions that support more efficient cram-school operations; (ii) “Manabi-aid Master for School,” which allows the video lessons and management functions of Manabi-aid Master to be customized to a customer’s specifications; and (iii) “Manabi-aid for Enterprise,” which develops and provides a service for converting educational businesses’ printed teaching materials into video lessons and distributing the resulting content.
Date of incorporation May 2015
Net Sales¥254 million (cumulative third quarter of the fiscal year ending April 2026)
Consideration and expenses
Acquisition priceTender offer: ¥338 per common share for 624,100 shares. Share transfer: ¥338 per common share for 1,138,300 shares. Total amount: Not disclosed.
Type of ConsiderationCash
Tender offer price¥338 per common share. The tender offer price for the stock acquisition rights is Not disclosed.
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 submits an opinion report requesting an extension, through 11 June 2026 (30 business days).
Funding arrangementsBorrowings from 株式会社広島銀行
Impact on Business Performance
The transaction is intended to enhance the company's corporate value, expand sales channels and grow revenue, as well as improve the competitiveness and profitability of the offeror group's education business. The specific impact on earnings is Not disclosed.
Procedures and assumptions
Valuation methodologyBased on the market price, using the closing price on the Tokyo Stock Exchange Growth Market on the business day preceding the decision to commence the Tender Offer.
Independent valuation institutionNone appointed (the company did not obtain a share valuation report from a third-party valuation institution).
Conditions Precedent to ExecutionThe Tender Offer must be successfully completed and settled, the counterparty's representations and warranties must be true and accurate, and there must be no breach of contractual obligations. The Tender Agreement also includes conditions such as the Tender Offer having been lawfully and validly commenced and not withdrawn, and the target company's board resolution approving the Tender Offer not having been changed or withdrawn.
Management structure after acquisitionThe listing of the company's shares and management autonomy will be maintained and respected, and the current management team is expected to continue playing a central role in operating the business. The offeror plans to continue dispatching directors, but the specific number, timing and candidates have not been determined as of the present time. Treatment of employees: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This transaction (the tender offer and the transfer) |
| Counterparty name | ＮＯＶＡホールディングス株式会社, 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 |
| Business Description of the Subject Company | The company offers 3 services to education-related businesses nationwide, including cram schools: (i) “Manabi-aid Master,” which provides video lessons produced with expert instructors and management functions that support more efficient cram-school operations; (ii) “Manabi-aid Master for School,” which allows the video lessons and management functions of Manabi-aid Master to be customized to a customer’s specifications; and (iii) “Manabi-aid for Enterprise,” which develops and provides a service for converting educational businesses’ printed teaching materials into video lessons and distributing the resulting content. |
| Date of Establishment of the Subject Company | May 2015 |
| Net Sales of the Subject Company | ¥254 million (cumulative third quarter of the fiscal year ending April 2026) |
| Acquisition price | Tender offer: ¥338 per common share for 624,100 shares. Share transfer: ¥338 per common share for 1,138,300 shares. Total amount: Not disclosed. |
| Type of Consideration | Cash |
| Tender offer price | ¥338 per common share. The tender offer price for the stock acquisition rights is Not disclosed. |
| 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 submits an opinion report requesting an extension, through 11 June 2026 (30 business days). |
| Number of shares acquired | 624,100 shares through the Tender Offer and 1,138,300 shares through the Share Transfer, for a total of 1,762,400 shares. Number of voting rights: Not disclosed (ownership interest: 50.10%). |
| Voting rights ownership percentage | Before 0% (as of today, the offeror does not own any shares of the target company) → after 50.10% (the combined total for the Share Transfer and the Tender Offer) |
| Funding arrangements | Borrowings from 株式会社広島銀行 |
| Impact on Business Performance | The transaction is intended to enhance the company's corporate value, expand sales channels and grow revenue, as well as improve the competitiveness and profitability of the offeror group's education business. The specific impact on earnings is Not disclosed. |
| Date of board resolution | 24 April 2026 |
| Contract Date | 24 April 2026 (the Share Transfer Agreement and the Tender Agreement). The Capital and Business Alliance Agreement was signed on 30 May 2025. |
| Execution Date / Effective Date | Scheduled for 4 June 2026 (or the revised settlement commencement date if the tender offer period is extended). The Share Transfer is also scheduled to be completed on the same date. |
| Valuation methodology | Based on the market price, using the closing price on the Tokyo Stock Exchange Growth Market on the business day preceding the decision to commence the Tender Offer. |
| Independent valuation institution | None appointed (the company did not obtain a share valuation report from a third-party valuation institution). |
| Conditions Precedent to Execution | The Tender Offer must be successfully completed and settled, the counterparty's representations and warranties must be true and accurate, and there must be no breach of contractual obligations. The Tender Agreement also includes conditions such as the Tender Offer having been lawfully and validly commenced and not withdrawn, and the target company's board resolution approving the Tender Offer not having been changed or withdrawn. |
| Management structure after acquisition | The listing of the company's shares and management autonomy will be maintained and respected, and the current management team is expected to continue playing a central role in operating the business. The offeror plans to continue dispatching directors, but the specific number, timing and candidates have not been determined as of the present time. Treatment of employees: Not disclosed. |
Items this document does not state (10)
Location of the Subject CompanyCapital Stock 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 ratioGoodwill amountAmount of extraordinary income (loss)Special 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.ＮＯＶＡホールディングス株式会社 explains that combining Manabi-aid Co.,Ltd.'s expertise in educational systems with NOVA Group's operating platform and sales channels for cram schools and other education businesses will generate synergies, including expanding services for high school students, rebuilding the core system, expanding sales channels, growing revenue and improving profitability. Manabi-aid Co.,Ltd. also expects that strengthening the capital relationship will accelerate the business alliance and expand the scope of collaboration.
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