Decision and Details
The boards of directors of both companiesShare exchange under which オルバヘルスケアホールディングス株式会社 will become the wholly owning parent company and DVx Inc. the wholly owned subsidiary
The share exchange ratio was determined to be appropriate based on the results of calculations by an independent calculation institution, advice from legal advisers, the results of due diligence, and the financial and asset positions and future outlooks of both companies. The companies also determined that using listed shares as consideration would preserve trading opportunities after the share exchange and allow shareholders to benefit from synergies.
No impact on financial results from this share exchange is stated. The disclosure states that the companies are expected to benefit from synergies arising from the management integration.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which オルバヘルスケアホールディングス株式会社 will become the wholly owning parent company and DVx Inc. the wholly owned subsidiary |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 22 May 2026 |
| Implementation Date | 1 September 2026 (scheduled effective date) |
| Period Covered | From 1 September 2026 onward (from the effective date of the share exchange) |
| Amount | Market price of オルバヘルスケアホールディングス株式会社 shares (average closing price as of 21 May 2026: ¥2,087 for one month, ¥2,109 for three months and ¥2,091 for six months); total dividends of ¥494,378,240 for オルバヘルスケアホールディングス株式会社's fiscal year ended June 2025; total dividends of ¥525,047,800 for DVx Inc., scheduled to become effective on 12 June 2026 |
| Quantity / scale | Share exchange ratio: 0.50 common shares of オルバヘルスケアホールディングス株式会社 for each common share of DVx Inc.; 5,183,078 shares to be delivered (scheduled); DVx Inc. shares scheduled to be delisted on 28 August 2026, with 27 August 2026 as the final trading date |
| Impact on Business Performance | No impact on financial results from this share exchange is stated. The disclosure states that the companies are expected to benefit from synergies arising from the management integration. |
| Reason | The share exchange ratio was determined to be appropriate based on the results of calculations by an independent calculation institution, advice from legal advisers, the results of due diligence, and the financial and asset positions and future outlooks of both companies. The companies also determined that using listed shares as consideration would preserve trading opportunities after the share exchange and allow shareholders to benefit from synergies. |
| Governing Rule | Companies Act, Article 782, Paragraph 1; Article 785, Paragraph 1; Article 789, Paragraph 1; Article 192, Paragraph 1; Article 234; Article 459, Paragraph 1; Article 797, Paragraph 1; Article 427, Paragraph 1; Article 423, Paragraph 1; Article 430-3, Paragraph 1; and Article 340, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 184; Regulation on Corporate Accounting, Article 39; Financial Instruments and Exchange Act, Article 24, Paragraph 1 |
| Related previous disclosures | Resolution on the distribution of surplus at the annual general meeting of shareholders held on 25 September 2025; resolution on the distribution of surplus at the board of directors meeting held on 15 May 2026 |
| Future plans | The two companies will convene general meetings of shareholders by the day before the effective date to seek approval of the share exchange agreement. DVx Inc. is scheduled to cancel its treasury shares by the day before the effective date. 27 August 2026 will be the final trading date for DVx Inc. shares, delisting is scheduled for 28 August 2026, and the share exchange is scheduled to take effect on 1 September 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The two companies determined that the share exchange ratio was appropriate after comprehensively considering their financial and asset positions and future outlooks, together with the results of calculations by an independent calculation institution, advice from legal advisers and the results of due diligence. They also state that using listed shares of オルバヘルスケアホールディングス株式会社 as consideration will allow DVx Inc. shareholders to continue trading their shares in the market after the share exchange and benefit from synergies arising from the management integration.