Worth reading
64In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
1898
C$ millionWording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in this transactionCounterparty (target company)Jamieson Wellness Inc.
Disclosing companyKirin Holdings Company,Limited
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
Manufacture, distribution and sale of Vitamins, Minerals, and Supplements (VMS) products
Location Toronto, Canada (1 Adelaide Street East, Suite 2200, Toronto, Ontario M5C 2V9)Share capital CAD 340 million (as of the end of March 2026)Date of incorporation 1922
Net SalesCAD 822 million (fiscal year ended December 2025)
Operating profitCAD 118 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet income attributable to owners of the parent: CAD 62 million (fiscal year ended December 2025)
Net assetsCAD 530 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceCAD 45.75 per common share of Jamieson Wellness, for a total of CAD 1,898 million (approximately ¥218.3 billion)
Type of ConsiderationCash
Impact on Business Performance
The impact of the share acquisition on the Company's results of operations and financial position will be disclosed promptly once it becomes clear.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at a general meeting of Jamieson Wellness shareholders, requiring the affirmative vote of at least two-thirds of the voting rights represented at the meeting and, where applicable, approval by a majority of the voting rights represented at the meeting excluding votes exercised by certain related parties, court approval, and satisfaction of other conditions
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| Counterparty name | Jamieson Wellness Inc. |
| Name of the Subject Company | Jamieson Wellness Inc. |
| Business Description of the Subject Company | Manufacture, distribution and sale of Vitamins, Minerals, and Supplements (VMS) products |
| Location of the Subject Company | Toronto, Canada (1 Adelaide Street East, Suite 2200, Toronto, Ontario M5C 2V9) |
| Capital Stock of the Subject Company | CAD 340 million (as of the end of March 2026) |
| Date of Establishment of the Subject Company | 1922 |
| Net Sales of the Subject Company | CAD 822 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | CAD 118 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net income attributable to owners of the parent: CAD 62 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | CAD 530 million (fiscal year ended December 2025) |
| Acquisition price | CAD 45.75 per common share of Jamieson Wellness, for a total of CAD 1,898 million (approximately ¥218.3 billion) |
| Type of Consideration | Cash |
| Number of shares acquired | 41,490,939 shares (number of voting rights: the same) |
| Voting rights ownership percentage | Before 0% → after 100% |
| Impact on Business Performance | The impact of the share acquisition on the Company's results of operations and financial position will be disclosed promptly once it becomes clear. |
| Date of board resolution | Kirin Holdings: 7 August 2026 (Japan time); Jamieson Wellness: 6 August 2026 (Canada time) |
| Contract Date | 7 August 2026 (Japan time) |
| Execution Date / Effective Date | From October 2026 onward (予定) |
| Conditions Precedent to Execution | Approval at a general meeting of Jamieson Wellness shareholders, requiring the affirmative vote of at least two-thirds of the voting rights represented at the meeting and, where applicable, approval by a majority of the voting rights represented at the meeting excluding votes exercised by certain related parties, court approval, and satisfaction of other conditions |
Items this document does not state (12)
Expenses 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 CommitteeManagement structure after acquisition
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 establish a business platform in North America's largest supplements market and strengthen the global growth foundation of the Health Science business. The transaction is also expected to generate synergies through the mutual use of sales networks, product development using high-value-added ingredients, stronger research and development and product development capabilities, and greater efficiency through joint procurement.
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