Worth reading
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How definitive the wording is.This transaction
This mergerCounterpartyアルフレッサ株式会社
Disclosing companyAlfresa Holdings Corporation
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
Wholesale of prescription pharmaceuticals, medical equipment, medical testing reagents and related products
Location Isahaya City, Nagasaki PrefectureShare capital ¥60 millionDate of incorporation 29 January 1927
Consideration and expenses
Acquisition priceNo shares or other monetary consideration will be delivered
Type of ConsiderationNo consideration (no shares or other monetary consideration will be delivered)
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
Conditions Precedent to ExecutionAt 宮崎温仙堂商店, approval must be obtained at an extraordinary general meeting of shareholders for the approval of the merger agreement. At アルフレッサ, because the merger qualifies as a simplified corporate reorganization under Article 796, paragraph 2 of the Companies Act, it is scheduled to be implemented without shareholder approval.
Management structure after acquisitionアルフレッサ株式会社 will be the surviving company. No changes are planned to the corporate name, head office location, representative, business activities or fiscal year-end. There will also be no increase in stated capital or capital surplus. Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | アルフレッサ株式会社 |
| Name of the Subject Company | 株式会社宮崎温仙堂商店 |
| Business Description of the Subject Company | Wholesale of prescription pharmaceuticals, medical equipment, medical testing reagents and related products |
| Location of the Subject Company | Isahaya City, Nagasaki Prefecture |
| Capital Stock of the Subject Company | ¥60 million |
| Date of Establishment of the Subject Company | 29 January 1927 |
| Acquisition price | No shares or other monetary consideration will be delivered |
| Type of Consideration | No consideration (no shares or other monetary consideration will be delivered) |
| Number of shares acquired | Not applicable (no shares or other monetary consideration will be delivered) |
| Voting rights ownership percentage | Before 100% owned by the Company (アルフレッサ株式会社 and 株式会社宮崎温仙堂商店) (after not disclosed) |
| Impact on Business Performance | The impact on the Company’s consolidated results for the fiscal year ending March 2027 will be immaterial. |
| Date of board resolution | 4 September 2026 (アルフレッサ), 18 September 2026 (宮崎温仙堂商店) |
| Contract Date | 29 September 2026 |
| Execution Date / Effective Date | 1 January 2027 (予定) |
| Conditions Precedent to Execution | At 宮崎温仙堂商店, approval must be obtained at an extraordinary general meeting of shareholders for the approval of the merger agreement. At アルフレッサ, because the merger qualifies as a simplified corporate reorganization under Article 796, paragraph 2 of the Companies Act, it is scheduled to be implemented without shareholder approval. |
| Management structure after acquisition | アルフレッサ株式会社 will be the surviving company. No changes are planned to the corporate name, head office location, representative, business activities or fiscal year-end. There will also be no increase in stated capital or capital surplus. Employee treatment: not disclosed. |
Items this document does not state (15)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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 strengthen the business foundation in the Kyushu region by making integrated use of the companies’ sales, logistics and customer bases, carrying forward Miyazaki Onsendō Shōten’s relationships of trust and sales foundation in the region, and enhancing the system for providing services to medical institutions.
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