Worth reading
37Immaterial
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
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社ミナシア
Disclosing companyPolaris 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
Hotel and restaurant management, planning, operation and administration, and consulting services relating to hotel and restaurant operations
Location Chuo-ku, TokyoShare capital ¥3 million (as of 31 December 2025)Date of incorporation 1 November 2017
Net Sales¥18,932.123 million (year ended December 2025)
Operating profit¥2,489.812 million (year ended December 2025)
Net income for the current fiscal year¥3,092.066 million (year ended December 2025; net income attributable to owners of the parent)
Net assets¥5,834.098 million (year ended December 2025)
Consideration and expenses
Type of ConsiderationNo consideration (no shares or other cash consideration will be allocated in connection with the merger)
Merger ratio/share exchange ratioNot applicable. The Company will be the surviving company, and 株式会社ミナシア will be the dissolved company.
Impact on Business Performance
As this is an absorption merger with the Company's wholly owned subsidiary, the impact on the Company's consolidated results for the fiscal year ending March 2027 will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionSubmission of the proposal to, and its approval at, the annual general meeting of shareholders scheduled for 25 June 2026. As the merger is a simplified merger under Article 784, Paragraph 1 of the Companies Act, 株式会社ミナシア is not required to obtain shareholder approval of the merger agreement.
Management structure after acquisitionThe Company's corporate name, location, representative's title and name, business activities, stated capital and fiscal year-end will not change as a result of the merger. 株式会社ミナシア will be dissolved upon completion of the merger.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社ミナシア |
| Name of the Subject Company | 株式会社ミナシア |
| Business Description of the Subject Company | Hotel and restaurant management, planning, operation and administration, and consulting services relating to hotel and restaurant operations |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥3 million (as of 31 December 2025) |
| Date of Establishment of the Subject Company | 1 November 2017 |
| Net Sales of the Subject Company | ¥18,932.123 million (year ended December 2025) |
| Operating Profit of the Subject Company | ¥2,489.812 million (year ended December 2025) |
| Net Income of the Subject Company | ¥3,092.066 million (year ended December 2025; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥5,834.098 million (year ended December 2025) |
| Type of Consideration | No consideration (no shares or other cash consideration will be allocated in connection with the merger) |
| Merger ratio/share exchange ratio | Not applicable. The Company will be the surviving company, and 株式会社ミナシア will be the dissolved company. |
| Voting rights ownership percentage | Before 100.00% (as of 31 March 2026) → after Not applicable because the target company will cease to exist |
| Impact on Business Performance | As this is an absorption merger with the Company's wholly owned subsidiary, the impact on the Company's consolidated results for the fiscal year ending March 2027 will be immaterial. |
| Date of board resolution | 13 May 2026 |
| Contract Date | 13 May 2026 |
| Execution Date / Effective Date | 1 April 2027 (予定) |
| Conditions Precedent to Execution | Submission of the proposal to, and its approval at, the annual general meeting of shareholders scheduled for 25 June 2026. As the merger is a simplified merger under Article 784, Paragraph 1 of the Companies Act, 株式会社ミナシア is not required to obtain shareholder approval of the merger agreement. |
| Management structure after acquisition | The Company's corporate name, location, representative's title and name, business activities, stated capital and fiscal year-end will not change as a result of the merger. 株式会社ミナシア will be dissolved upon completion of the merger. |
Items this document does not state (12)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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 merger is intended to accelerate decision-making, improve the efficiency of administrative functions and rationalize administrative costs, thereby establishing an efficient and highly competitive hotel operating structure.
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