Decision and Details
Absorption-type company split relating to the business of providing specific health guidance services and related services
The consideration was determined after comprehensively considering the earnings position and future outlook of the business, the operating expenses and liabilities to be assumed by メドケア株式会社 after the succession, and the measures required for the succession of contractual relationships relating to the business, following discussions between the two companies. With respect to the stock acquisition rights, after comprehensively considering the continued existence of the company and メドケア株式会社's capital policy, it was determined appropriate for the holders of the company's stock acquisition rights to continue holding the company's stock acquisition rights.
メドケア株式会社 is expected to increase its earnings through the expansion of its business scale. No circumstances that would currently impede the fulfilment of obligations are anticipated.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split relating to the business of providing specific health guidance services and related services |
| Decision Date | 21 October 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 December 2026 (scheduled effective date; may be changed by agreement between the two companies) |
| Amount | Consideration for the absorption-type company split: ¥1. Working capital: up to net ¥40,000,000. |
| Quantity / scale | Business relating to the provision of specific health guidance services and related services. The assets, contracts, employment contracts and certain liabilities subject to the split will be succeeded. |
| Impact on Business Performance | メドケア株式会社 is expected to increase its earnings through the expansion of its business scale. No circumstances that would currently impede the fulfilment of obligations are anticipated. |
| Reason | The consideration was determined after comprehensively considering the earnings position and future outlook of the business, the operating expenses and liabilities to be assumed by メドケア株式会社 after the succession, and the measures required for the succession of contractual relationships relating to the business, following discussions between the two companies. With respect to the stock acquisition rights, after comprehensively considering the continued existence of the company and メドケア株式会社's capital policy, it was determined appropriate for the holders of the company's stock acquisition rights to continue holding the company's stock acquisition rights. |
| Governing Rule | Article 782, Paragraph 1 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act |
| Future plans | The absorption-type company split is scheduled to become effective on 1 December 2026. On the same date, with that date as the effective date, the company also plans to transfer the outsourced stress-check services business to the newly incorporated company and transfer all shares of that new company to Wellness Communications Corporation. |
Items this document does not state (3)
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 consideration was determined through discussions between the two companies after comprehensively considering the earnings position and future outlook of the business, the operating expenses and liabilities to be assumed by メドケア株式会社 after the succession, and the measures required for the succession of contracts.