Worth reading
76Important
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
50.05
Voting rights ownership ratio in the target company (%)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Acquisition of shares in this transactionCounterpartyUNIVA CAPITAL Holdings Limited
Disclosing companyUNIVA Oak Holdings Limited
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
Payment Business
Location Minato-ku, TokyoShare capital Stated capital of target companyDate of incorporation 11 September 2009
Net Sales¥4,883 million (FY December 2025, nine-month financial period)
Operating profit¥328 million (FY December 2025, nine-month financial period)
Net income for the current fiscal year¥234 million (FY December 2025, nine-month financial period)
Net assets¥770 million (FY December 2025, nine-month financial period)
Consideration and expenses
Acquisition priceTo be determined (the transaction structure and other details have not been determined at this time and will be decided after discussions with the counterparty to the share acquisition and other parties)
Impact on Business Performance
Currently under review. The Company will promptly disclose any matters that require disclosure in the future.
Procedures and assumptions
Independent valuation institutionAn independent valuation firm unaffiliated with the Company and UCH (name not disclosed; valuation report scheduled to be submitted)
Special CommitteePlanned to be established, with outside directors who are Audit and Supervisory Committee Members as its members (number of members not disclosed)
Conditions Precedent to ExecutionCompletion of due diligence, determination of the terms and transaction structure through discussions with UCH and others, execution of the definitive agreement and other conditions. No specific regulatory approvals or other permits are mentioned.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| Counterparty name | UNIVA CAPITAL Holdings Limited |
| Name of the Subject Company | Name of target company |
| Business Description of the Subject Company | Payment Business |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | Stated capital of target company |
| Date of Establishment of the Subject Company | 11 September 2009 |
| Net Sales of the Subject Company | ¥4,883 million (FY December 2025, nine-month financial period) |
| Operating Profit of the Subject Company | ¥328 million (FY December 2025, nine-month financial period) |
| Net Income of the Subject Company | ¥234 million (FY December 2025, nine-month financial period) |
| Net Assets of the Subject Company | ¥770 million (FY December 2025, nine-month financial period) |
| Acquisition price | To be determined (the transaction structure and other details have not been determined at this time and will be decided after discussions with the counterparty to the share acquisition and other parties) |
| Number of shares acquired | 1,087 shares (number of voting rights: 1,087) |
| Voting rights ownership percentage | Before 0.0% → after 50.05% |
| Impact on Business Performance | Currently under review. The Company will promptly disclose any matters that require disclosure in the future. |
| Date of board resolution | 2 April 2026 |
| Contract Date | 2 April 2026 (basic agreement; definitive agreement scheduled for mid-June 2026) |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Independent valuation institution | An independent valuation firm unaffiliated with the Company and UCH (name not disclosed; valuation report scheduled to be submitted) |
| Special Committee | Planned to be established, with outside directors who are Audit and Supervisory Committee Members as its members (number of members not disclosed) |
| Conditions Precedent to Execution | Completion of due diligence, determination of the terms and transaction structure through discussions with UCH and others, execution of the definitive agreement and other conditions. No specific regulatory approvals or other permits are mentioned. |
Items this document does not state (11)
Expenses 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)Valuation methodologyManagement structure after acquisition
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 Company determined that the transaction would contribute to expanding and deepening its business areas, a growth strategy under the Second Medium-Term Management Plan, and to achieving the plan's numerical targets of consolidated net sales of ¥25 billion, consolidated net income of ¥2 billion and a market capitalization of ¥60 billion. Another reason is to create synergies by incorporating the cashless payments business with the digital marketing business of ユニヴァ・ジャイロン and the growth-support business of UNIVA Securities.
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.