Execution of a Business Integration Agreement and Share Exchange Agreement Between オルバヘルスケアホールディングス株式会社 and DVx Inc.
オルバヘルスケアホールディングス株式会社 and DVx Inc.
The オルバヘルスケア Group (medical equipment business, SPD business and nursing-care products business, mainly in the Chugoku and Shikoku regions) and the DVx Inc. Group (arrhythmia business, ischemia business and other medical equipment businesses, mainly in the Kanto region)
The companies determined that, amid intensifying competition in the medical equipment wholesale industry due to reductions in reimbursement prices, rising logistics-related costs and declining profitability at medical institutions, they could complement each other's sales territories and products and achieve a stronger management foundation and higher corporate value.
The impact on financial results is Not disclosed. Under the share exchange, 5,183,078 オルバヘルスケア shares (予定) will be issued, and the amount of goodwill or negative goodwill to be recognized has not yet been determined.
The outlook for financial results and other matters following the business integration will be considered by the two companies going forward and announced once finalized.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
DVx Inc., which will become a subsidiary of オルバヘルスケア: before the change, both the number and percentage of voting rights were —. 株式会社MSS, which will become a major shareholder of オルバヘルスケア: as of 31 December 2025, both the number and percentage of voting rights were —. 株式会社マスプ: as of 31 December 2025, 8,596 units (13.93%, 859,600 shares). オルバヘルスケア, which will become the parent company of DVx Inc.: as of 31 March 2026, both the number and percentage of voting rights were —. MSS: as of 31 March 2026, 35,396 units (33.71%, 3,539,600 shares).
DVx Inc.: 105,009 units (100.00%, 10,500,956 shares). MSS: 17,698 units (15.59%, 1,769,800 shares). 株式会社マスプ: 8,596 units (7.57%, 859,600 shares). オルバヘルスケア in relation to DVx Inc.: 105,009 units (100.00%, 10,500,956 shares). MSS in relation to DVx Inc.: no longer qualifies as a major shareholder or the largest shareholder among the major shareholders.
Related procedures
Notification under Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, and the statutory waiting period
Japan Fair Trade Commission
Approval at the shareholders' meetings scheduled for 26 June 2026 and 28 July 2026, the share exchange becoming effective on 1 September 2026, and the corporate name change and appointment of the representative director on the same date are planned. DVx Inc. shares are scheduled to be delisted effective 28 August 2026, and the outlook for financial results and other matters following the business integration will be announced once finalized.
The outlook for financial results and other matters following the business integration will be announced once finalized. If there are any changes to the schedule, they will be announced promptly.
| Item | Details |
|---|---|
| Event name | Execution of a Business Integration Agreement and Share Exchange Agreement Between オルバヘルスケアホールディングス株式会社 and DVx Inc. |
| Date of occurrence | 22 May 2026 (the date on which the business integration agreement and share exchange agreement were executed) |
| Date recognized / date notice received | 22 May 2026 (the date of the resolutions by the boards of directors of both companies and the execution of the agreements) |
| Subject Entity | オルバヘルスケアホールディングス株式会社 and DVx Inc. |
| Target Locations / Products | The オルバヘルスケア Group (medical equipment business, SPD business and nursing-care products business, mainly in the Chugoku and Shikoku regions) and the DVx Inc. Group (arrhythmia business, ischemia business and other medical equipment businesses, mainly in the Kanto region) |
| Cause | The companies determined that, amid intensifying competition in the medical equipment wholesale industry due to reductions in reimbursement prices, rising logistics-related costs and declining profitability at medical institutions, they could complement each other's sales territories and products and achieve a stronger management foundation and higher corporate value. |
| Amount of Impact on Business Performance | The impact on financial results is Not disclosed. Under the share exchange, 5,183,078 オルバヘルスケア shares (予定) will be issued, and the amount of goodwill or negative goodwill to be recognized has not yet been determined. |
| Impact on Earnings Forecast | The outlook for financial results and other matters following the business integration will be considered by the two companies going forward and announced once finalized. |
| Type of litigation or proceeding | Notification under Article 10, Paragraph 2 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, and the statutory waiting period |
| Court or authority | Japan Fair Trade Commission |
| Voting rights ownership percentage before the change | DVx Inc., which will become a subsidiary of オルバヘルスケア: before the change, both the number and percentage of voting rights were —. 株式会社MSS, which will become a major shareholder of オルバヘルスケア: as of 31 December 2025, both the number and percentage of voting rights were —. 株式会社マスプ: as of 31 December 2025, 8,596 units (13.93%, 859,600 shares). オルバヘルスケア, which will become the parent company of DVx Inc.: as of 31 March 2026, both the number and percentage of voting rights were —. MSS: as of 31 March 2026, 35,396 units (33.71%, 3,539,600 shares). |
| Voting rights ownership percentage after the change | DVx Inc.: 105,009 units (100.00%, 10,500,956 shares). MSS: 17,698 units (15.59%, 1,769,800 shares). 株式会社マスプ: 8,596 units (7.57%, 859,600 shares). オルバヘルスケア in relation to DVx Inc.: 105,009 units (100.00%, 10,500,956 shares). MSS in relation to DVx Inc.: no longer qualifies as a major shareholder or the largest shareholder among the major shareholders. |
| Outlook | Approval at the shareholders' meetings scheduled for 26 June 2026 and 28 July 2026, the share exchange becoming effective on 1 September 2026, and the corporate name change and appointment of the representative director on the same date are planned. DVx Inc. shares are scheduled to be delisted effective 28 August 2026, and the outlook for financial results and other matters following the business integration will be announced once finalized. |
| Planned follow-up disclosure | The outlook for financial results and other matters following the business integration will be announced once finalized. If there are any changes to the schedule, they will be announced promptly. |
Items this document does not state (11)
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 companies determined that, amid increasingly challenging industry conditions resulting from reductions in reimbursement prices, soaring logistics costs and declining hospital profitability, they could complement each other's sales territories and products and achieve a stronger management foundation and higher corporate value through synergies in sales networks, procurement capabilities, logistics and IT.