Worth reading
74In focus
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
25550
¥ million (acquisition price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share acquisitionCounterpartyCreation No. 3 Investment Limited Partnership, TY No. 1 Investment Limited Partnership, 6 individual shareholders and 1 corporate shareholder
Disclosing companyAi ROBOTICS INC.
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.White points represent dates designated as scheduled dates in the document.
Target company
Planning, importing, exporting and selling cosmetics, beauty products, health foods, miscellaneous goods and other products
Location Hakata-ku, Fukuoka City, Fukuoka PrefectureShare capital ¥196 millionDate of incorporation 25 February 2022
Net Sales¥10,885 million (fiscal year ended October 2025)
Operating profit¥3,071 million (fiscal year ended October 2025)
Net income for the current fiscal year¥2,036 million (fiscal year ended October 2025; net income attributable to owners of the parent)
Net assets¥4,205 million (fiscal year ended October 2025)
Consideration and expenses
Acquisition price¥25,550 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥228 million
Type of ConsiderationCash (borrowed funds from a financial institution)
Funding arrangementsThe Company will borrow ¥25,550 million from Mizuho Bank, Ltd. The borrowing will be bridge financing for 6 months after execution of the agreement.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027, including other matters at the Company, is currently under review.
Procedures and assumptions
Valuation methodologyValuation of the equity value using methods including the discounted cash flow method, legal and financial due diligence, and discussions with the counterparty
Management structure after acquisitionThere will be no change to the Company's shareholder composition, management structure, location or trade name. The management structure and treatment of employees at 株式会社ＢＪＣ and its subsidiaries are not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Creation No. 3 Investment Limited Partnership, TY No. 1 Investment Limited Partnership, 6 individual shareholders and 1 corporate shareholder |
| Name of the Subject Company | 株式会社ＢＪＣ |
| Business Description of the Subject Company | Planning, importing, exporting and selling cosmetics, beauty products, health foods, miscellaneous goods and other products |
| Location of the Subject Company | Hakata-ku, Fukuoka City, Fukuoka Prefecture |
| Capital Stock of the Subject Company | ¥196 million |
| Date of Establishment of the Subject Company | 25 February 2022 |
| Net Sales of the Subject Company | ¥10,885 million (fiscal year ended October 2025) |
| Operating Profit of the Subject Company | ¥3,071 million (fiscal year ended October 2025) |
| Net Income of the Subject Company | ¥2,036 million (fiscal year ended October 2025; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥4,205 million (fiscal year ended October 2025) |
| Acquisition price | ¥25,550 million |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥228 million |
| Type of Consideration | Cash (borrowed funds from a financial institution) |
| Number of shares acquired | 15,887,500 shares (number of voting rights: 158,875) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Funding arrangements | The Company will borrow ¥25,550 million from Mizuho Bank, Ltd. The borrowing will be bridge financing for 6 months after execution of the agreement. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027, including other matters at the Company, is currently under review. |
| Date of board resolution | 27 March 2026 |
| Contract Date | 30 March 2026 (予定) |
| Execution Date / Effective Date | 1 April 2026 (予定) |
| Valuation methodology | Valuation of the equity value using methods including the discounted cash flow method, legal and financial due diligence, and discussions with the counterparty |
| Management structure after acquisition | There will be no change to the Company's shareholder composition, management structure, location or trade name. The management structure and treatment of employees at 株式会社ＢＪＣ and its subsidiaries are not disclosed. |
Items this document does not state (9)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 achieve synergies by mutually complementing 株式会社ＢＪＣ's human resources, product development capabilities and sales network with those of the Company, thereby expanding sales channels and markets, strengthening sales of existing products, establishing brand strength, utilizing and accumulating customer data, and improving management efficiency, with the aim of capturing growth opportunities and increasing corporate value in the beauty-related market.
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