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
43691
Shares (treasury shares)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)株式会社トミ美容室 (current trade name: 特例有限会社トミ美容室)
Disclosing companyTENPOS HOLDINGS Co.,Ltd.
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
Operation of beauty salons
Location Funabashi, Chiba PrefectureShare capital ¥3 millionDate of incorporation 11 February 1960
Net Sales¥108 million (fiscal year ended May 2025)
Operating profit¥13 million (fiscal year ended May 2025)
Net income for the current fiscal year¥9 million (fiscal year ended May 2025)
Net assets¥81 million (fiscal year ended May 2025)
Consideration and expenses
Type of ConsiderationShares (43,691 of the Company's common shares, all of which are scheduled to be treasury shares)
Merger ratio/share exchange ratioTENPOS HOLDINGS Co.,Ltd. (share exchange parent company) 1: 株式会社トミ美容室 (share exchange wholly owned subsidiary) 14.564. For each common share of 株式会社トミ美容室, 14.564 common shares of the Company will be delivered.
Impact on Business Performance
The impact on the Company's results for the fiscal year ending April 2027 will be immaterial.
Procedures and assumptions
Valuation methodologyMarket price method, comparable-industry valuation method and net asset value method (net asset valuation method)
Independent valuation institution税理士法人ともに
Conditions Precedent to ExecutionAs this is a simplified share exchange, the Company does not require shareholder approval. 株式会社トミ美容室 is scheduled to obtain approval through a written resolution deemed adopted.
Management structure after acquisitionThe Company's name, location, representative, business activities, capital and fiscal year-end will remain unchanged. 株式会社トミ美容室 is scheduled to change its trade name from 特例有限会社 to 株式会社 in early August 2026 (予定). Treatment of its other representative and employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社トミ美容室 (current trade name: 特例有限会社トミ美容室) |
| Name of the Subject Company | 株式会社トミ美容室 (current trade name: 特例有限会社トミ美容室) |
| Business Description of the Subject Company | Operation of beauty salons |
| Location of the Subject Company | Funabashi, Chiba Prefecture |
| Capital Stock of the Subject Company | ¥3 million |
| Date of Establishment of the Subject Company | 11 February 1960 |
| Net Sales of the Subject Company | ¥108 million (fiscal year ended May 2025) |
| Operating Profit of the Subject Company | ¥13 million (fiscal year ended May 2025) |
| Net Income of the Subject Company | ¥9 million (fiscal year ended May 2025) |
| Net Assets of the Subject Company | ¥81 million (fiscal year ended May 2025) |
| Type of Consideration | Shares (43,691 of the Company's common shares, all of which are scheduled to be treasury shares) |
| Merger ratio/share exchange ratio | TENPOS HOLDINGS Co.,Ltd. (share exchange parent company) 1: 株式会社トミ美容室 (share exchange wholly owned subsidiary) 14.564. For each common share of 株式会社トミ美容室, 14.564 common shares of the Company will be delivered. |
| Number of shares acquired | 3,000 common shares of 株式会社トミ美容室 (number of shares issued). Number of voting rights: Not disclosed |
| Impact on Business Performance | The impact on the Company's results for the fiscal year ending April 2027 will be immaterial. |
| Date of board resolution | 8 July 2026 |
| Contract Date | 7 August 2026 (予定) |
| Execution Date / Effective Date | 27 August 2026 (scheduled) |
| Valuation methodology | Market price method, comparable-industry valuation method and net asset value method (net asset valuation method) |
| Independent valuation institution | 税理士法人ともに |
| Conditions Precedent to Execution | As this is a simplified share exchange, the Company does not require shareholder approval. 株式会社トミ美容室 is scheduled to obtain approval through a written resolution deemed adopted. |
| Management structure after acquisition | The Company's name, location, representative, business activities, capital and fiscal year-end will remain unchanged. 株式会社トミ美容室 is scheduled to change its trade name from 特例有限会社 to 株式会社 in early August 2026 (予定). Treatment of its other representative and employees: Not disclosed |
Items this document does not state (10)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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.To expand its beauty business, the Company will bring in 株式会社トミ美容室, which has expertise in this field. Through standardising staff skills with サロングラフ and sharing expertise in in-store sales and acquiring high-value customers, the Company aims to expand sales and strengthen profitability.
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