Worth reading
72In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
6.4
¥100 million (total consideration, expected)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)スペーム株式会社
Disclosing companykaihan co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Beauty clinic launch consulting, personnel placement, recruitment consulting, and real estate
Location Chuo-ku, TokyoShare capital ¥5 millionDate of incorporation 15 June 2020
Net Sales¥1,990.754 million (fiscal year ended May 2025)
Operating profitOperating loss of ¥246.200 million (fiscal year ended May 2025)
Net income for the current fiscal yearNet loss of ¥240.470 million (fiscal year ended May 2025)
Net assetsNet assets of negative ¥483.406 million (fiscal year ended May 2025)
Consideration and expenses
Acquisition price¥640 million (expected)
Expenses other than the acquisition price¥3.237 million in legal due diligence fees, ¥3.300 million in financial due diligence fees, and ¥81.518 million in financial advisory fees
Type of ConsiderationShares (7,190,000 shares of the Company's common stock are scheduled to be issued)
Merger ratio/share exchange ratio株式会社海帆: スペーム株式会社 = 1:14.38. For each share of common stock in スペーム株式会社, 14.38 shares of common stock in 株式会社海帆 will be allotted, and 株式会社海帆 will become the wholly owning parent company.
Funding arrangementsNo cash outflow from the Company's funds will be involved; 7,190,000 new shares of the Company's common stock are scheduled to be issued.
Impact on Business Performance
The results of スペーム株式会社 are scheduled to be included in the Company's consolidated results from the second quarter of the fiscal year ending March 2027. The impact on consolidated results is currently under review.
Procedures and assumptions
Valuation methodologyDCF method for スペーム株式会社 and market price method for 株式会社海帆
Independent valuation institution山下会計事務所
Conditions Precedent to ExecutionFor スペーム株式会社, approval of the share exchange agreement at an extraordinary general meeting of shareholders is required. For 株式会社海帆, shareholder approval is not required because this is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionFollowing this share exchange, there will be no changes to 株式会社海帆's name, head office location, representative, business activities, stated capital, or fiscal year-end. スペーム株式会社 will become a consolidated subsidiary of 株式会社海帆, and a future merger with 株式会社Kaihan Medical is also under consideration. The treatment of employees is Not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | スペーム株式会社 |
| Name of the Subject Company | スペーム株式会社 |
| Business Description of the Subject Company | Beauty clinic launch consulting, personnel placement, recruitment consulting, and real estate |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥5 million |
| Date of Establishment of the Subject Company | 15 June 2020 |
| Net Sales of the Subject Company | ¥1,990.754 million (fiscal year ended May 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥246.200 million (fiscal year ended May 2025) |
| Net Income of the Subject Company | Net loss of ¥240.470 million (fiscal year ended May 2025) |
| Net Assets of the Subject Company | Net assets of negative ¥483.406 million (fiscal year ended May 2025) |
| Acquisition price | ¥640 million (expected) |
| Expenses other than the acquisition price | ¥3.237 million in legal due diligence fees, ¥3.300 million in financial due diligence fees, and ¥81.518 million in financial advisory fees |
| Type of Consideration | Shares (7,190,000 shares of the Company's common stock are scheduled to be issued) |
| Merger ratio/share exchange ratio | 株式会社海帆: スペーム株式会社 = 1:14.38. For each share of common stock in スペーム株式会社, 14.38 shares of common stock in 株式会社海帆 will be allotted, and 株式会社海帆 will become the wholly owning parent company. |
| Number of shares acquired | 7,190,000 shares of the Company's common stock are scheduled to be issued. The number of スペーム株式会社 shares to be acquired and the number of voting rights are Not disclosed |
| Funding arrangements | No cash outflow from the Company's funds will be involved; 7,190,000 new shares of the Company's common stock are scheduled to be issued. |
| Impact on Business Performance | The results of スペーム株式会社 are scheduled to be included in the Company's consolidated results from the second quarter of the fiscal year ending March 2027. The impact on consolidated results is currently under review. |
| Date of board resolution | 15 July 2026 |
| Contract Date | 15 July 2026 |
| Execution Date / Effective Date | 25 August 2026 (scheduled) |
| Valuation methodology | DCF method for スペーム株式会社 and market price method for 株式会社海帆 |
| Independent valuation institution | 山下会計事務所 |
| Conditions Precedent to Execution | For スペーム株式会社, approval of the share exchange agreement at an extraordinary general meeting of shareholders is required. For 株式会社海帆, shareholder approval is not required because this is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | Following this share exchange, there will be no changes to 株式会社海帆's name, head office location, representative, business activities, stated capital, or fiscal year-end. スペーム株式会社 will become a consolidated subsidiary of 株式会社海帆, and a future merger with 株式会社Kaihan Medical is also under consideration. The treatment of employees is Not disclosed |
Items this document does not state (7)
Tender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Special 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.To enter the healthcare field, diversify and strengthen the earnings base by increasing the number of businesses supported, acquire operational expertise in the medical weight-loss field, enhance advertising operations and business support capabilities, and expand the business base, including in the Tokyo metropolitan area.
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