Worth reading
48Recurring
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
0.3
% (percentage of consolidated revenue attributable to the Company)Wording
Conditional
How definitive the wording is.This transaction
This Company Split and This Share TransferCounterpartyWellness Communications Corporation
Disclosing companySMS 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
Outsourced stress-check services business (outsourcing the implementation of stress checks under the Industrial Safety and Health Act, providing an online examination system, aggregating and analyzing results, coordinating interview guidance, and other services)
Location 2-11-1 Shibakoen, Minato-ku, TokyoShare capital ¥1 millionDate of incorporation 1 December 2026 (scheduled)
Consideration and expenses
Acquisition priceThe transfer price will not be disclosed due to confidentiality obligations between the parties.
Type of ConsiderationCash (the transfer price will not be disclosed due to confidentiality obligations between the parties)
Impact on Business Performance
Immaterial
Procedures and assumptions
Conditions Precedent to ExecutionAs this Company Split constitutes a simplified incorporation-type company split under Article 805 of the Companies Act, it will be carried out without obtaining shareholder approval.
Management structure after acquisitionThe representative director of the new company at the time of its establishment is scheduled to be Sonoda Issei (園田一誠). The management structure of the new company following the share transfer will be determined at a later date. The new company will succeed to the employment contracts of employees belonging to the business concerned.
| Item | Details |
|---|---|
| Transaction name | This Company Split and This Share Transfer |
| Counterparty name | Wellness Communications Corporation |
| Name of the Subject Company | 株式会社ストレスチェック |
| Business Description of the Subject Company | Outsourced stress-check services business (outsourcing the implementation of stress checks under the Industrial Safety and Health Act, providing an online examination system, aggregating and analyzing results, coordinating interview guidance, and other services) |
| Location of the Subject Company | 2-11-1 Shibakoen, Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 1 December 2026 (scheduled) |
| Acquisition price | The transfer price will not be disclosed due to confidentiality obligations between the parties. |
| Type of Consideration | Cash (the transfer price will not be disclosed due to confidentiality obligations between the parties) |
| Number of shares acquired | 100 shares transferred (100 voting rights) |
| Voting rights ownership percentage | Before 100.0％ → after 0.0％ |
| Impact on Business Performance | Immaterial |
| Date of board resolution | 21 October 2026 |
| Contract Date | 21 October 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Conditions Precedent to Execution | As this Company Split constitutes a simplified incorporation-type company split under Article 805 of the Companies Act, it will be carried out without obtaining shareholder approval. |
| Management structure after acquisition | The representative director of the new company at the time of its establishment is scheduled to be Sonoda Issei (園田一誠). The management structure of the new company following the share transfer will be determined at a later date. The new company will succeed to the employment contracts of employees belonging to the business concerned. |
Items this document does not state (15)
Net 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 ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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 Company reviewed its business portfolio in order to concentrate management resources on its focus areas. It determined that operating the business under Wellness Communications Corporation's business platform centered on Growbase would be appropriate for the growth of the business and for maintaining and improving service quality for customers and employees.
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.