Worth reading
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Conditional
How definitive the wording is.This transaction
This mergerCounterpartyティーエスアルフレッサ株式会社, 株式会社ミヤノメディックス
Disclosing companyAlfresa Holdings Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Sales and maintenance of medical devices, sanitary materials and other products, and leasing of medical equipment
Location Fukuyama, HiroshimaShare capital ¥10 millionDate of incorporation 23 December 1977
Consideration and expenses
Type of ConsiderationNo consideration (no shares, cash or other consideration will be allocated)
Impact on Business Performance
This merger is between wholly owned subsidiaries of the Company and will have a minor impact on the Company's consolidated results.
Procedures and assumptions
Conditions Precedent to ExecutionAt ティーエスアルフレッサ, the merger qualifies as a simplified corporate reorganization under Article 796, Paragraph 2 of the Companies Act, while at 株式会社ミヤノメディックス, it qualifies as a short-form corporate reorganization under Article 784, Paragraph 1 of the Companies Act. Accordingly, the merger is scheduled to be carried out without obtaining approval at a shareholders' meeting.
Management structure after acquisitionThere are no plans to change the corporate name, head office location or other details of the surviving company following the merger.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | ティーエスアルフレッサ株式会社, 株式会社ミヤノメディックス |
| Name of the Subject Company | 株式会社ミヤノメディックス |
| Business Description of the Subject Company | Sales and maintenance of medical devices, sanitary materials and other products, and leasing of medical equipment |
| Location of the Subject Company | Fukuyama, Hiroshima |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 23 December 1977 |
| Type of Consideration | No consideration (no shares, cash or other consideration will be allocated) |
| Number of shares acquired | Not applicable (no shares will be allocated) |
| Voting rights ownership percentage | Before 100% (from アルフレッサホールディングス to ティーエスアルフレッサ, and from ティーエスアルフレッサ to 株式会社ミヤノメディックス) (after not disclosed) |
| Impact on Business Performance | This merger is between wholly owned subsidiaries of the Company and will have a minor impact on the Company's consolidated results. |
| Date of board resolution | 28 May 2026 (the board resolution approving the merger agreement at ティーエスアルフレッサ) |
| Contract Date | 16 June 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | At ティーエスアルフレッサ, the merger qualifies as a simplified corporate reorganization under Article 796, Paragraph 2 of the Companies Act, while at 株式会社ミヤノメディックス, it qualifies as a short-form corporate reorganization under Article 784, Paragraph 1 of the Companies Act. Accordingly, the merger is scheduled to be carried out without obtaining approval at a shareholders' meeting. |
| Management structure after acquisition | There are no plans to change the corporate name, head office location or other details of the surviving company following the merger. |
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses 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 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 enhance the value of services provided to medical institutions and veterinary hospitals throughout the Chugoku region by leveraging the highly specialized products handled by 株式会社ミヤノメディックス, including specially controlled medical devices and veterinary medical devices, as well as its specialized expertise, including maintenance and servicing.
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