Worth reading
75Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
540
¥ per share (tender offer price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This Tender Offer / This TransactionCounterpartyWORLD HOLDINGS CO.,LTD.
Disclosing companynms Holdings Corporation
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution29 May 2026
Contract Date29 May 2026 (tender agreement)
Target company
HS business (human solutions business: staffing and related services), EMS business (electronics manufacturing services business), and PS business (power supply business: custom power supply business)
Date of incorporation August 1990 (established as Orchid Aerospace Co., Ltd.)
Net Sales¥92,276 million (fiscal year ending March 2029, financial forecast)
Operating profit¥3,335 million (fiscal year ending March 2029, financial forecast)
Consideration and expenses
Type of ConsiderationCash (¥540 per common share)
Tender offer price¥540 per common share
Minimum number of shares to be purchased6,480,800 shares (64,808 voting rights). No maximum has been set.
Tender offer periodFrom 1 June 2026 to 10 July 2026 (30 business days)
Amount of extraordinary income (loss)The company stated that it will record an extraordinary loss in the fiscal year ending March 2026. Costs related to addressing quality issues at PST were approximately ¥716 million. The amount of extraordinary income or loss associated with this transaction is Not disclosed.
Impact on Business Performance
It is currently difficult to specifically estimate the impact of the synergies expected from this transaction on earnings, and they have not been reflected in the financial forecast.
Procedures and assumptions
Valuation methodologyMarket price method / average market price method, and DCF method
Independent valuation institutionTrustees Advisory Co., Ltd. and Maxus Corporate Advisory
Special CommitteeEstablished. The committee has 4 members: Kamijo Tsutomu (上條勉), Watanabe Masayuki (渡邉雅之), Yokoyama Tomoyuki (横山友之) and Morii Jun (森井じゅん). The chair is Watanabe Masayuki (渡邉雅之). The committee comprises an independent outside director, an attorney, a certified public accountant, and a certified public accountant and licensed tax accountant.
Conditions Precedent to ExecutionThe number of shares tendered must be at least 6,480,800, the minimum number of shares to be purchased. If all shares cannot be acquired after the tender offer is completed, squeeze-out procedures such as a share consolidation are planned. A special resolution of a shareholders meeting is required for the share consolidation.
Management structure after acquisitionAfter the company becomes a wholly owned subsidiary, the two groups will pursue integrated operations, credit support, stronger financial foundations, and the mutual use of know-how, customers and human resources. The offeror may dispatch directors equivalent to a majority of the board, but whether directors will be dispatched, whether the current directors will remain, and the institutional structure have not been determined. Specific treatment of employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This Tender Offer / This Transaction |
| Counterparty name | WORLD HOLDINGS CO.,LTD. |
| Name of the Subject Company | nmsホールディングス株式会社 |
| Business Description of the Subject Company | HS business (human solutions business: staffing and related services), EMS business (electronics manufacturing services business), and PS business (power supply business: custom power supply business) |
| Date of Establishment of the Subject Company | August 1990 (established as Orchid Aerospace Co., Ltd.) |
| Net Sales of the Subject Company | ¥92,276 million (fiscal year ending March 2029, financial forecast) |
| Operating Profit of the Subject Company | ¥3,335 million (fiscal year ending March 2029, financial forecast) |
| Type of Consideration | Cash (¥540 per common share) |
| Tender offer price | ¥540 per common share |
| Minimum number of shares to be purchased | 6,480,800 shares (64,808 voting rights). No maximum has been set. |
| Tender offer period | From 1 June 2026 to 10 July 2026 (30 business days) |
| Number of shares acquired | The actual number of shares to be acquired has not been determined. The minimum number of shares to be purchased is 6,480,800 shares (64,808 voting rights), with no maximum. The offeror already holds 6,319,700 shares (63,197 voting rights). |
| Voting rights ownership percentage | Before 32.91% (before the change) → after 66.67% (expected upon the minimum number of shares to be purchased being reached; ultimately, the company is expected to become a wholly owned subsidiary) |
| Amount of extraordinary income (loss) | The company stated that it will record an extraordinary loss in the fiscal year ending March 2026. Costs related to addressing quality issues at PST were approximately ¥716 million. The amount of extraordinary income or loss associated with this transaction is Not disclosed. |
| Impact on Business Performance | It is currently difficult to specifically estimate the impact of the synergies expected from this transaction on earnings, and they have not been reflected in the financial forecast. |
| Date of board resolution | 29 May 2026 |
| Contract Date | 29 May 2026 (tender agreement) |
| Valuation methodology | Market price method / average market price method, and DCF method |
| Independent valuation institution | Trustees Advisory Co., Ltd. and Maxus Corporate Advisory |
| Special Committee | Established. The committee has 4 members: Kamijo Tsutomu (上條勉), Watanabe Masayuki (渡邉雅之), Yokoyama Tomoyuki (横山友之) and Morii Jun (森井じゅん). The chair is Watanabe Masayuki (渡邉雅之). The committee comprises an independent outside director, an attorney, a certified public accountant, and a certified public accountant and licensed tax accountant. |
| Conditions Precedent to Execution | The number of shares tendered must be at least 6,480,800, the minimum number of shares to be purchased. If all shares cannot be acquired after the tender offer is completed, squeeze-out procedures such as a share consolidation are planned. A special resolution of a shareholders meeting is required for the share consolidation. |
| Management structure after acquisition | After the company becomes a wholly owned subsidiary, the two groups will pursue integrated operations, credit support, stronger financial foundations, and the mutual use of know-how, customers and human resources. The offeror may dispatch directors equivalent to a majority of the board, but whether directors will be dispatched, whether the current directors will remain, and the institutional structure have not been determined. Specific treatment of employees is Not disclosed. |
Items this document does not state (10)
Location of the Subject CompanyCapital Stock of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountExecution Date / Effective Date
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 tender offer is expected to strengthen the financial foundation and creditworthiness of the two companies, rebuild governance, and create synergies by integrating their human resources, manufacturing capabilities and sales know-how. The company also explains that there is uncertainty regarding how and when the synergies will be realized and their magnitude.
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