Worth reading
61In 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
2.5
Trillions of yen (combined post-integration revenue scale)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Transaction nameCounterparty (target company)YAMADA HOLDINGS CO.,LTD., EDION Corporation
Disclosing companyEDION Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Planning and formulation of group management strategies; management and supervision of group companies; and common group services, among other activities, Sale of home electrical appliances and related products
Location Takasaki, Gunma Prefecture, Naka-ku, HiroshimaShare capital Company YAMADA HOLDINGS CO.,LTD. / Amount ¥71,149 million, Company EDION Corporation / Amount ¥11,940 millionDate of incorporation Company YAMADA HOLDINGS CO.,LTD. / Date of incorporation 1 September 1983, Company EDION Corporation / Date of incorporation 29 March 2002
Net SalesCompany YAMADA HOLDINGS CO.,LTD. / Amount ¥1,691,808 million / Fiscal Year-End Fiscal year ending March 2026, Company EDION Corporation / Amount ¥793,746 million / Fiscal Year-End Fiscal year ending March 2026
Operating profitCompany YAMADA HOLDINGS CO.,LTD. / Amount ¥16,166 million / Fiscal Year-End Fiscal year ending March 2026, Company EDION Corporation / Amount ¥25,782 million / Fiscal Year-End Fiscal year ending March 2026
Net income for the current fiscal yearCompany YAMADA HOLDINGS CO.,LTD. / Amount ¥14,778 million / Fiscal Year-End Fiscal year ending March 2026, Company EDION Corporation / Amount ¥15,453 million / Fiscal Year-End Fiscal year ending March 2026
Net assetsCompany YAMADA HOLDINGS CO.,LTD. / Amount ¥642,558 million / Fiscal Year-End Fiscal year ending March 2026, Company EDION Corporation / Amount ¥234,957 million / Fiscal Year-End Fiscal year ending March 2026
Consideration and expenses
Type of ConsiderationShares (shares in the new integrated company; the share transfer ratio has not been determined)
Impact on Business Performance
The parties expect the execution of this basic agreement to have a minor impact on their consolidated results for the fiscal year ending March 2027, but believe that it will contribute to enhancing their corporate value over the medium to long term.
Procedures and assumptions
Valuation methodologyTo be determined based on the results of due diligence, the integration-ratio calculations conducted by third-party valuation agencies separately appointed by each company, and market prices and other factors
Conditions Precedent to ExecutionApproval by resolutions of the shareholders' meetings of both companies, together with the permits, approvals and other authorizations required from the relevant authorities for the management integration. Obtaining any clearances, permits, approvals and other authorizations required under competition law and other applicable laws is also a condition precedent.
Management structure after acquisitionThe integrated company is expected to adopt a new corporate name and have its head office in Tokyo. Each company is expected to nominate an equal number of candidates for directors and outside directors. Yamada Noboru (山田 昇) is expected to become Representative Director and Chairman, and Kubo Masayoshi (久保 允誉) is expected to become Representative Director and President. For the time being after the integration, the companies' existing brands will continue to be used in parallel. Employee terms and conditions: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Transaction name |
| Counterparty name | YAMADA HOLDINGS CO.,LTD., EDION Corporation |
| Name of the Subject Company | YAMADA HOLDINGS CO.,LTD., EDION Corporation |
| Business Description of the Subject Company | Planning and formulation of group management strategies; management and supervision of group companies; and common group services, among other activities, Sale of home electrical appliances and related products |
| Location of the Subject Company | Takasaki, Gunma Prefecture, Naka-ku, Hiroshima |
| Capital Stock of the Subject Company | Company YAMADA HOLDINGS CO.,LTD. / Amount ¥71,149 million, Company EDION Corporation / Amount ¥11,940 million |
| Date of Establishment of the Subject Company | Company YAMADA HOLDINGS CO.,LTD. / Date of incorporation 1 September 1983, Company EDION Corporation / Date of incorporation 29 March 2002 |
| Net Sales of the Subject Company | Company YAMADA HOLDINGS CO.,LTD. / Amount ¥1,691,808 million / Fiscal Year-End Fiscal year ending March 2026, Company EDION Corporation / Amount ¥793,746 million / Fiscal Year-End Fiscal year ending March 2026 |
| Operating Profit of the Subject Company | Company YAMADA HOLDINGS CO.,LTD. / Amount ¥16,166 million / Fiscal Year-End Fiscal year ending March 2026, Company EDION Corporation / Amount ¥25,782 million / Fiscal Year-End Fiscal year ending March 2026 |
| Net Income of the Subject Company | Company YAMADA HOLDINGS CO.,LTD. / Amount ¥14,778 million / Fiscal Year-End Fiscal year ending March 2026, Company EDION Corporation / Amount ¥15,453 million / Fiscal Year-End Fiscal year ending March 2026 |
| Net Assets of the Subject Company | Company YAMADA HOLDINGS CO.,LTD. / Amount ¥642,558 million / Fiscal Year-End Fiscal year ending March 2026, Company EDION Corporation / Amount ¥234,957 million / Fiscal Year-End Fiscal year ending March 2026 |
| Type of Consideration | Shares (shares in the new integrated company; the share transfer ratio has not been determined) |
| Impact on Business Performance | The parties expect the execution of this basic agreement to have a minor impact on their consolidated results for the fiscal year ending March 2027, but believe that it will contribute to enhancing their corporate value over the medium to long term. |
| Date of board resolution | 5 June 2026 |
| Contract Date | 5 June 2026 (this basic agreement) |
| Execution Date / Effective Date | 1 October 2027 (scheduled) |
| Valuation methodology | To be determined based on the results of due diligence, the integration-ratio calculations conducted by third-party valuation agencies separately appointed by each company, and market prices and other factors |
| Conditions Precedent to Execution | Approval by resolutions of the shareholders' meetings of both companies, together with the permits, approvals and other authorizations required from the relevant authorities for the management integration. Obtaining any clearances, permits, approvals and other authorizations required under competition law and other applicable laws is also a condition precedent. |
| Management structure after acquisition | The integrated company is expected to adopt a new corporate name and have its head office in Tokyo. Each company is expected to nominate an equal number of candidates for directors and outside directors. Yamada Noboru (山田 昇) is expected to become Representative Director and Chairman, and Kubo Masayoshi (久保 允誉) is expected to become Representative Director and President. For the time being after the integration, the companies' existing brands will continue to be used in parallel. Employee terms and conditions: Not disclosed |
Items this document does not state (13)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee
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.As competition intensifies in Japan's home appliance retail industry and the operating environment continues to change through population decline, a declining birthrate and an aging population, digitalization and rising costs, the parties intend to pursue synergies by combining their expertise, personnel, customer bases and store networks. These synergies include reducing costs through joint procurement, expanding business areas, utilizing customer data, and improving logistics and supply-chain efficiency.
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