Execution of a business integration agreement and share exchange agreement between オルバヘルスケアホールディングス株式会社 and DVx Inc., the related change of corporate name and partial amendments to the Articles of Incorporation of オルバヘルスケアホールディングス株式会社, changes in representative directors, changes involving subsidiaries, changes in major shareholders and the largest shareholder among the major shareholders, and changes in the parent company, major shareholders and the largest shareholder among the major shareholders of DVx Inc.
オルバヘルスケアホールディングス株式会社, DVx Inc.
In light of external conditions in the medical equipment wholesale industry, including lower reimbursement prices, rising logistics-related costs, declining hospital profitability and intensifying competition, as well as the management challenges identified by both companies, including improving profit margins, expanding business areas and geographic coverage, and strengthening their negotiating power over purchase prices, the companies aim to enhance corporate value by complementing each other's sales territories and product offerings.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
DVx Inc. becoming a subsidiary of オルバヘルスケアホールディングス: before the change, both the number of voting rights and the number of shares held were — (as of 31 December 2025). MSS becoming a major shareholder of オルバヘルスケアホールディングス: before the change, — (as of 31 December 2025). マスプ: 8,596 units, 859,600 shares, 13.93% (as of 31 December 2025). オルバヘルスケアホールディングス becoming the parent company of DVx Inc.: before the change, — (as of 31 March 2026). MSS: 35,396 units, 3,539,600 shares, 33.71% (as of 31 March 2026).
DVx Inc. becoming a subsidiary of オルバヘルスケアホールディングス: 105,009 units, 10,500,956 shares, 100.00%. MSS becoming a major shareholder and the largest shareholder among the major shareholders of オルバヘルスケアホールディングス: 17,698 units, 1,769,800 shares, 15.59%. マスプ: 8,596 units, 859,600 shares, 7.57%. オルバヘルスケアホールディングス becoming the parent company of DVx Inc.: 105,009 units, 10,500,956 shares, 100.00%. MSS: after the change, —. All changes are scheduled to take effect on 1 September 2026.
Related procedures
Approval of the share exchange agreement, shareholder approval procedures, notification to the Japan Fair Trade Commission, and the statutory waiting period
Japan Fair Trade Commission, Tokyo Stock Exchange, Inc.
The companies will consider the outlook for business performance and other matters following the business integration resulting from this share exchange, and will make an announcement once the details have been finalized.
Company response
オルバヘルスケアホールディングス selected YAMADA Consulting Group Co.,Ltd. and 大江橋法律事務所, while DVx Inc. selected AGS FAS and Nishimura & Asahi. The establishment of a third-party committee or special investigation committee is Not disclosed.
Subject to shareholder approval and the expiration of the statutory waiting period relating to the notification to the Japan Fair Trade Commission, the share exchange is scheduled to take effect on 1 September 2026. オルバヘルスケアホールディングス is scheduled to change its corporate name on the same date, and 柴﨑浩氏 is scheduled to become Representative Director and Chairman. The outlook for business performance following the business integration will be considered going forward and announced once finalized.
The outlook for financial results and other matters following the business integration will be announced once finalized. If there are any changes to the schedule, they will be announced promptly.
| Item | Details |
|---|---|
| Event name | Execution of a business integration agreement and share exchange agreement between オルバヘルスケアホールディングス株式会社 and DVx Inc., the related change of corporate name and partial amendments to the Articles of Incorporation of オルバヘルスケアホールディングス株式会社, changes in representative directors, changes involving subsidiaries, changes in major shareholders and the largest shareholder among the major shareholders, and changes in the parent company, major shareholders and the largest shareholder among the major shareholders of DVx Inc. |
| Date of occurrence | 22 May 2026 (the date of the resolutions by the boards of directors of both companies and the execution date of the business integration agreement and share exchange agreement) |
| Subject Entity | オルバヘルスケアホールディングス株式会社, DVx Inc. |
| Cause | In light of external conditions in the medical equipment wholesale industry, including lower reimbursement prices, rising logistics-related costs, declining hospital profitability and intensifying competition, as well as the management challenges identified by both companies, including improving profit margins, expanding business areas and geographic coverage, and strengthening their negotiating power over purchase prices, the companies aim to enhance corporate value by complementing each other's sales territories and product offerings. |
| Impact on Earnings Forecast | The companies will consider the outlook for business performance and other matters following the business integration resulting from this share exchange, and will make an announcement once the details have been finalized. |
| Type of litigation or proceeding | Approval of the share exchange agreement, shareholder approval procedures, notification to the Japan Fair Trade Commission, and the statutory waiting period |
| Court or authority | Japan Fair Trade Commission, Tokyo Stock Exchange, Inc. |
| Investigation structure | オルバヘルスケアホールディングス selected YAMADA Consulting Group Co.,Ltd. and 大江橋法律事務所, while DVx Inc. selected AGS FAS and Nishimura & Asahi. The establishment of a third-party committee or special investigation committee is Not disclosed. |
| Voting rights ownership percentage before the change | DVx Inc. becoming a subsidiary of オルバヘルスケアホールディングス: before the change, both the number of voting rights and the number of shares held were — (as of 31 December 2025). MSS becoming a major shareholder of オルバヘルスケアホールディングス: before the change, — (as of 31 December 2025). マスプ: 8,596 units, 859,600 shares, 13.93% (as of 31 December 2025). オルバヘルスケアホールディングス becoming the parent company of DVx Inc.: before the change, — (as of 31 March 2026). MSS: 35,396 units, 3,539,600 shares, 33.71% (as of 31 March 2026). |
| Voting rights ownership percentage after the change | DVx Inc. becoming a subsidiary of オルバヘルスケアホールディングス: 105,009 units, 10,500,956 shares, 100.00%. MSS becoming a major shareholder and the largest shareholder among the major shareholders of オルバヘルスケアホールディングス: 17,698 units, 1,769,800 shares, 15.59%. マスプ: 8,596 units, 859,600 shares, 7.57%. オルバヘルスケアホールディングス becoming the parent company of DVx Inc.: 105,009 units, 10,500,956 shares, 100.00%. MSS: after the change, —. All changes are scheduled to take effect on 1 September 2026. |
| Outlook | Subject to shareholder approval and the expiration of the statutory waiting period relating to the notification to the Japan Fair Trade Commission, the share exchange is scheduled to take effect on 1 September 2026. オルバヘルスケアホールディングス is scheduled to change its corporate name on the same date, and 柴﨑浩氏 is scheduled to become Representative Director and Chairman. The outlook for business performance following the business integration will be considered going forward and announced once finalized. |
| Planned follow-up disclosure | The outlook for financial results and other matters following the business integration will be announced once finalized. If there are any changes to the schedule, they will be announced promptly. |
Items this document does not state (13)
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 medical equipment wholesale industry is facing lower reimbursement prices, rising logistics costs, declining hospital profitability, and intensifying competition. The companies aim to enhance corporate value by complementing each other's sales territories and product offerings, expanding their sales networks, strengthening their negotiating power over purchase prices, and improving logistics and IT efficiency.