Worth reading
42Recurring
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
0.9
% (revenue of the business being split / consolidated revenue)Wording
Conditional
How definitive the wording is.This transaction
Company split (simplified absorption-type company split)Counterpartyメドケア株式会社
Disclosing companySMS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Data Health Business (including the provision of specified health guidance services to health insurance societies, the Japan Health Insurance Association, local governments and other organizations, and ICT-based remote health guidance services)
Net Sales¥590 million (fiscal year ended March 2026, business being split)
Consideration and expenses
Acquisition price¥1 in cash
Type of ConsiderationCash (¥1)
Impact on Business Performance
Immaterial (impact on consolidated results for the fiscal year ending March 2027)
Procedures and assumptions
Valuation methodologyIn addition to valuing the business based on its earnings and future outlook, the parties comprehensively considered the business operating costs and liabilities to be assumed by メドケア株式会社 after the transfer, as well as the measures required to transfer the contractual relationships relating to the business.
Conditions Precedent to ExecutionAs the company split qualifies as a simplified company split under Article 784, Paragraph 2 of the Companies Act, it will be carried out without obtaining approval at a shareholders' meeting.
Management structure after acquisitionメドケア株式会社 will assume the assets, liabilities, contractual positions, associated rights and obligations, and employment contracts with employees relating to the business. There will be no change to SMS CO.,LTD.'s name, location, representative, business activities, stated capital or fiscal year-end, and no changes are expected to メドケア株式会社's name, location, representative, business activities, stated capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | Company split (simplified absorption-type company split) |
| Counterparty name | メドケア株式会社 |
| Business Description of the Subject Company | Data Health Business (including the provision of specified health guidance services to health insurance societies, the Japan Health Insurance Association, local governments and other organizations, and ICT-based remote health guidance services) |
| Net Sales of the Subject Company | ¥590 million (fiscal year ended March 2026, business being split) |
| Acquisition price | ¥1 in cash |
| Type of Consideration | Cash (¥1) |
| Impact on Business Performance | Immaterial (impact on consolidated results for the fiscal year ending March 2027) |
| Date of board resolution | 21 October 2026 |
| Contract Date | 21 October 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Valuation methodology | In addition to valuing the business based on its earnings and future outlook, the parties comprehensively considered the business operating costs and liabilities to be assumed by メドケア株式会社 after the transfer, as well as the measures required to transfer the contractual relationships relating to the business. |
| Conditions Precedent to Execution | As the company split qualifies as a simplified company split under Article 784, Paragraph 2 of the Companies Act, it will be carried out without obtaining approval at a shareholders' meeting. |
| Management structure after acquisition | メドケア株式会社 will assume the assets, liabilities, contractual positions, associated rights and obligations, and employment contracts with employees relating to the business. There will be no change to SMS CO.,LTD.'s name, location, representative, business activities, stated capital or fiscal year-end, and no changes are expected to メドケア株式会社's name, location, representative, business activities, stated capital or fiscal year-end. |
Items this document does not state (19)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment 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 periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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.SMS CO.,LTD. is reviewing its business portfolio to concentrate management resources on priority areas. It determined that transferring the business to メドケア株式会社, which has an operating foundation and an ongoing management structure for similar online medical and health guidance services, would be optimal for ensuring the stable continuation of the business and fulfilling its responsibility to provide services to users and contracting organizations.
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