Worth reading
56In 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
548800
Singapore dollars (approximate total)Wording
Conditional
How definitive the wording is.This transaction
This share acquisitionCounterpartyOmni Beauty Retailing Limited
Disclosing companyINTERMESTIC 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
Manufacture and sale of eyeglass lenses, eyeglass frames and sunglasses, as well as cases, cleaners and other accessories for eyeglasses and contact lenses
Location SingaporeShare capital 12,582,222 Singapore dollarsDate of incorporation 5 October 2016
Net Sales3,851,857 Singapore dollars (fiscal year ended December 2025)
Operating profit-986,867 Singapore dollars (fiscal year ended December 2025)
Net income for the current fiscal year-1,194,149 Singapore dollars (fiscal year ended December 2025)
Net assets-4,370,060 Singapore dollars (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceCommon shares: 500,000 Singapore dollars
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate): 48,800 Singapore dollars
Type of ConsiderationCash
Impact on Business Performance
The Company expects the impact of this share acquisition on its consolidated results for the full fiscal year ending December 2026 to be immaterial.
Procedures and assumptions
Management structure after acquisitionThe target company is expected to become a consolidated subsidiary of the Company. The Singapore business will transition from a franchise operation to directly operated stores, with the Group’s management resources and expertise to be deployed directly. The company name, representative and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Omni Beauty Retailing Limited |
| Name of the Subject Company | Zoff I Singapore PTE. LTD. |
| Business Description of the Subject Company | Manufacture and sale of eyeglass lenses, eyeglass frames and sunglasses, as well as cases, cleaners and other accessories for eyeglasses and contact lenses |
| Location of the Subject Company | Singapore |
| Capital Stock of the Subject Company | 12,582,222 Singapore dollars |
| Date of Establishment of the Subject Company | 5 October 2016 |
| Net Sales of the Subject Company | 3,851,857 Singapore dollars (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | -986,867 Singapore dollars (fiscal year ended December 2025) |
| Net Income of the Subject Company | -1,194,149 Singapore dollars (fiscal year ended December 2025) |
| Net Assets of the Subject Company | -4,370,060 Singapore dollars (fiscal year ended December 2025) |
| Acquisition price | Common shares: 500,000 Singapore dollars |
| Expenses other than the acquisition price | Advisory fees and other expenses (approximate): 48,800 Singapore dollars |
| Type of Consideration | Cash |
| Number of shares acquired | 931,126,111.95 shares (number of voting rights: 931,126,111) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Impact on Business Performance | The Company expects the impact of this share acquisition on its consolidated results for the full fiscal year ending December 2026 to be immaterial. |
| Date of board resolution | 26 May 2026 |
| Contract Date | 26 May 2026 |
| Execution Date / Effective Date | 2 June 2026 (予定) |
| Management structure after acquisition | The target company is expected to become a consolidated subsidiary of the Company. The Singapore business will transition from a franchise operation to directly operated stores, with the Group’s management resources and expertise to be deployed directly. The company name, representative and treatment of employees: Not disclosed |
Items this document does not state (11)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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.Singapore is considered a strategically important market for expansion in Southeast Asia. By directly deploying the Group’s management resources and expertise, the Company aims to improve operating efficiency, accelerate decision-making and strengthen earnings capacity.
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