Komori
M&A and Subsidiary Changes2784Alfresa Holdings CorporationTrading & Wholesale

Notice of the Execution of a Basic Agreement on the Transfer of the Diagnostic Reagent Wholesale Business between Our Wholly Owned Subsidiaries

宮崎温仙堂商店, a wholly owned subsidiary of the Company, has entered into a basic agreement to transfer its diagnostic reagent wholesale business to テクノ・スズタ, also a wholly owned subsidiary of the Company. The transfer price and the treatment of employees and contracts will be determined in the future.

Worth reading
35Immaterial
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
916
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

This business transfer
Counterparty株式会社宮崎温仙堂商店, 株式会社テクノ・スズタ
Disclosing companyAlfresa Holdings Corporation
Subject of this transactionVoting rights ownership percentage Before 100% held by the Company (宮崎温仙堂商店 and テクノ・スズタ) (after not disclosed)
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

Diagnostic reagent wholesale business

Location Saga Prefecture and Nagasaki Prefecture
Net Sales¥916 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceTo be determined after discussions between the two companies
Impact on Business Performance

The impact on the Company’s consolidated results for the fiscal year ending March 2027 will be immaterial.

Procedures and assumptions
Management structure after acquisitionThe operating structure for the diagnostic reagent wholesale business will be consolidated at テクノ・スズタ. Details regarding the treatment of the assets and liabilities subject to transfer, employees, and business contracts will be determined in the future.
This transaction
ItemDetails
Transaction nameThis business transfer
Counterparty name株式会社宮崎温仙堂商店, 株式会社テクノ・スズタ
Business Description of the Subject CompanyDiagnostic reagent wholesale business
Location of the Subject CompanySaga Prefecture and Nagasaki Prefecture
Net Sales of the Subject Company¥916 million (fiscal year ending March 2026)
Acquisition priceTo be determined after discussions between the two companies
Voting rights ownership percentageBefore 100% held by the Company (宮崎温仙堂商店 and テクノ・スズタ) (after not disclosed)
Impact on Business PerformanceThe impact on the Company’s consolidated results for the fiscal year ending March 2027 will be immaterial.
Contract DateBasic agreement: 26 August 2026 (business transfer agreement: scheduled for 28 October 2026)
Execution Date / Effective Date31 December 2026 (予定)
Management structure after acquisitionThe operating structure for the diagnostic reagent wholesale business will be consolidated at テクノ・スズタ. Details regarding the treatment of the assets and liabilities subject to transfer, employees, and business contracts will be determined in the future.
Items this document does not state (21)
Name of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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.

The purpose is to establish a regional business operating structure and make effective use of management resources, including specialized personnel and product information, in order to strengthen the nationwide network for medical products. By consolidating the business operating structure, the liaison function with partner manufacturers, and product information at テクノ・スズタ, and by expanding opportunities for specialized personnel to contribute, the companies aim to enhance product proposals, information provision, and support services for medical institutions.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice of the Execution of a Basic Agreement on the Transfer of the Diagnostic Reagent Wholesale Business between Our Wholly Owned Subsidiaries | Alfresa Holdings Corporation (2784) timely disclosure | Komori