Worth reading
80Important
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 shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyOno Fumiaki (小野文明), JAIC Supply Chain Fund Investment Limited Partnership, Governance Partners Management Fund Investment Limited Partnership, GOVERNORS株式会社, Governance Partners Investment Limited Partnership
Disclosing companyWORLD HOLDINGS CO.,LTD.
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: human resources business), comprising staffing and contract manufacturing and contract production services; EMS business (electronics manufacturing services), comprising design, development and contract manufacturing of automotive and electronic equipment products; and PS business (power supply business: custom power supply business), comprising the development, manufacture and sale of general-purpose power supplies.
Date of incorporation August 1990
Consideration and expenses
Acquisition price¥540 per share (target company shares)
Type of ConsiderationCash
Tender offer price¥540 per common share
Minimum number of shares to be purchased6,480,800 shares
Tender offer periodFrom 1 June 2026 (Monday) through 10 July 2026 (Friday) (30 business days)
Amount of extraordinary income (loss)Approximately ¥716 million (costs to be borne by PST in connection with addressing quality defects; no amount recognized as extraordinary income or loss in connection with this transaction is disclosed)
Impact on Business Performance
The synergy effects expected to be realized through the execution of this transaction have not been reflected in the financial projections because it is currently difficult to estimate their specific impact on earnings.
Procedures and assumptions
Valuation methodologyAverage market price method, market price method and DCF method
Independent valuation institutionマクサス・コーポレートアドバイザリー株式会社, Trustees Advisory Co., Ltd.
Special CommitteeEstablished. Comprises 4 members: Kamijo Tsutomu (上條勉), Watanabe Masayuki (渡邉雅之) (attorney), Yokoyama Tomoyuki (横山友之) (certified public accountant), and Morii Jun (森井じゅん) (certified public accountant and licensed tax accountant).
Conditions Precedent to ExecutionThe number of tendered share certificates and other securities must be at least the minimum number of shares to be purchased, 6,480,800 shares. 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 at a shareholders meeting is required for the share consolidation.
Management structure after acquisitionThe parties are considering strengthening coordination and integrated operations between the target company group and the tender offeror group, strengthening credit support and the financial base, and rebuilding governance by dispatching directors equivalent to a majority of the board. The specific arrangements for dispatching directors, the continued service of the current directors and the design of the corporate organs will be discussed and decided in the future. No disclosure has been made regarding a change of corporate name or employee treatment.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | Ono Fumiaki (小野文明), JAIC Supply Chain Fund Investment Limited Partnership, Governance Partners Management Fund Investment Limited Partnership, GOVERNORS株式会社, Governance Partners Investment Limited Partnership |
| 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: human resources business), comprising staffing and contract manufacturing and contract production services; EMS business (electronics manufacturing services), comprising design, development and contract manufacturing of automotive and electronic equipment products; and PS business (power supply business: custom power supply business), comprising the development, manufacture and sale of general-purpose power supplies. |
| Date of Establishment of the Subject Company | August 1990 |
| Acquisition price | ¥540 per share (target company shares) |
| Type of Consideration | Cash |
| Tender offer price | ¥540 per common share |
| Minimum number of shares to be purchased | 6,480,800 shares |
| Tender offer period | From 1 June 2026 (Monday) through 10 July 2026 (Friday) (30 business days) |
| Number of shares acquired | The minimum number of shares to be purchased is 6,480,800 shares (64,808 voting rights). No maximum number of shares to be purchased has been set. |
| Voting rights ownership percentage | Before 32.91％ → after 66.67% (if the minimum number of shares to be purchased is acquired) |
| Amount of extraordinary income (loss) | Approximately ¥716 million (costs to be borne by PST in connection with addressing quality defects; no amount recognized as extraordinary income or loss in connection with this transaction is disclosed) |
| Impact on Business Performance | The synergy effects expected to be realized through the execution of this transaction have not been reflected in the financial projections because it is currently difficult to estimate their specific impact on earnings. |
| Date of board resolution | 29 May 2026 |
| Contract Date | 29 May 2026 (tender agreement) |
| Valuation methodology | Average market price method, market price method and DCF method |
| Independent valuation institution | マクサス・コーポレートアドバイザリー株式会社, Trustees Advisory Co., Ltd. |
| Special Committee | Established. Comprises 4 members: Kamijo Tsutomu (上條勉), Watanabe Masayuki (渡邉雅之) (attorney), Yokoyama Tomoyuki (横山友之) (certified public accountant), and Morii Jun (森井じゅん) (certified public accountant and licensed tax accountant). |
| Conditions Precedent to Execution | The number of tendered share certificates and other securities must be at least the minimum number of shares to be purchased, 6,480,800 shares. 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 at a shareholders meeting is required for the share consolidation. |
| Management structure after acquisition | The parties are considering strengthening coordination and integrated operations between the target company group and the tender offeror group, strengthening credit support and the financial base, and rebuilding governance by dispatching directors equivalent to a majority of the board. The specific arrangements for dispatching directors, the continued service of the current directors and the design of the corporate organs will be discussed and decided in the future. No disclosure has been made regarding a change of corporate name or employee treatment. |
Items this document does not state (11)
Location of the Subject CompanyCapital Stock of the Subject CompanyNet 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 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.To provide credit support to the target company and strengthen its financial base, rebuild its governance, and realize synergies between the two companies through regional complementarity, recruitment, knowledge sharing and sales cooperation in their human resources and contract manufacturing businesses.
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