Worth reading
36Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
916
¥ million (revenue of the target business for the fiscal year ending March 2026)Wording
Conditional
How definitive the wording is.This transaction
Business transferCounterparty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
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Diagnostic reagent wholesale business
Net Sales¥916 million (actual results for the fiscal year ending March 2026)
Consideration and expenses
Acquisition priceUndetermined (to be determined through discussions between the two companies by the effective date)
Impact on Business Performance
The impact on our consolidated results for the fiscal year ending March 2027 will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe succession of contractual positions is limited to those for which the consent of the relevant counterparties has been obtained. The employment of personnel engaged in the target business is subject to the consent of the individuals concerned. This business transfer does not fall under Article 467, paragraph 1, item 2 of the Companies Act, and shareholder approval is not required.
Management structure after acquisitionThe operating structure for the diagnostic reagent wholesale business will be consolidated under 株式会社テクノ・スズタ. Among the personnel engaged in the target business, those designated by the two companies are scheduled to be employed by 株式会社テクノ・スズタ effective 1 January 2027, subject to the consent of the individuals concerned.
| Item | Details |
|---|---|
| Transaction name | 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 Company | Diagnostic reagent wholesale business |
| Net Sales of the Subject Company | ¥916 million (actual results for the fiscal year ending March 2026) |
| Acquisition price | Undetermined (to be determined through discussions between the two companies by the effective date) |
| Impact on Business Performance | The impact on our consolidated results for the fiscal year ending March 2027 will be immaterial. |
| Date of board resolution | 28 October 2026 |
| Contract Date | 28 October 2026 |
| Execution Date / Effective Date | 31 December 2026 (scheduled) ※This may be changed if necessary due to the progress of the procedures. |
| Conditions Precedent to Execution | The succession of contractual positions is limited to those for which the consent of the relevant counterparties has been obtained. The employment of personnel engaged in the target business is subject to the consent of the individuals concerned. This business transfer does not fall under Article 467, paragraph 1, item 2 of the Companies Act, and shareholder approval is not required. |
| Management structure after acquisition | The operating structure for the diagnostic reagent wholesale business will be consolidated under 株式会社テクノ・スズタ. Among the personnel engaged in the target business, those designated by the two companies are scheduled to be employed by 株式会社テクノ・スズタ effective 1 January 2027, subject to the consent of the individuals concerned. |
Items this document does not state (21)
Name of the Subject CompanyLocation 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 acquiredVoting rights ownership percentageFunding 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.The operating structure for the diagnostic reagent wholesale business will be consolidated under 株式会社テクノ・スズタ, centralizing the contact function with trading partner manufacturers and product information. The company also states that this will expand opportunities for specialized personnel to apply their expertise and enhance product proposals, information provision and support 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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.