Worth reading
46Recurring
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
100
Voting rights ownership percentage after acquisition (%)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares and conversion into a subsidiaryCounterpartyAG3号投資事業有限責任組合, AG Chorus Limited Partnership, AG Concert Limited Partnership
Disclosing companyMatsukiyoCocokara & Co.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Management of business activities through shareholding
Location Minato-ku, TokyoShare capital ¥100 millionDate of incorporation 10 May 2022
Net Sales¥4,652 million (fiscal year ended September 2025, 株式会社ジョンマスターオーガニックグループ)
Consideration and expenses
Acquisition priceAs a confidentiality agreement has been executed, disclosure is being withheld.
Impact on Business Performance
The impact of this transaction on our results for the fiscal year ending March 2027 will be minor.
Procedures and assumptions
Valuation methodologyDetermined through discussions with the counterparty based on the results of an assessment of shareholder value by a third-party institution
Management structure after acquisitionThe aim is not uniform integration. The brand value and corporate culture cultivated by the participating companies, as well as the aspirations of their employees, will be respected and carried forward to the fullest extent, while the scale benefits and platforms of our group will be utilized. Changes to the corporate name and representative: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares and conversion into a subsidiary |
| Counterparty name | AG3号投資事業有限責任組合, AG Chorus Limited Partnership, AG Concert Limited Partnership |
| Name of the Subject Company | 株式会社ジョンマスターホールディングス |
| Business Description of the Subject Company | Management of business activities through shareholding |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 10 May 2022 |
| Net Sales of the Subject Company | ¥4,652 million (fiscal year ended September 2025, 株式会社ジョンマスターオーガニックグループ) |
| Acquisition price | As a confidentiality agreement has been executed, disclosure is being withheld. |
| Number of shares acquired | 5,880,000,000 shares (number of voting rights: 5,880,000,000) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Impact on Business Performance | The impact of this transaction on our results for the fiscal year ending March 2027 will be minor. |
| Date of board resolution | 24 August 2026 |
| Contract Date | 24 August 2026 |
| Execution Date / Effective Date | 7 September 2026 (scheduled) |
| Valuation methodology | Determined through discussions with the counterparty based on the results of an assessment of shareholder value by a third-party institution |
| Management structure after acquisition | The aim is not uniform integration. The brand value and corporate culture cultivated by the participating companies, as well as the aspirations of their employees, will be respected and carried forward to the fullest extent, while the scale benefits and platforms of our group will be utilized. Changes to the corporate name and representative: Not disclosed. |
Items this document does not state (15)
Operating 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 periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 acquisition will combine the John Masters Organics group's brand strength and product development capabilities with our group's customer touchpoints, store network and data infrastructure to create new value and customer experiences in the premium cosmetics market.
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.