Worth reading
79Important
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
7190000
Shares (planned)Wording
Conditional
How definitive the wording is.Decision and Details
Board of Directors of kaihan co.,Ltd.Matters subject to prior disclosure concerning the share exchange
Decision15 July 2026
Period CoveredOn and after 25 August 2026 (after the share exchange becomes effective)
Implementation25 August 2026 (scheduled effective date; subject to change if necessary)
Going forwardスペーム株式会社 plans to hold a shareholders' meeting on 15 July 2026 to seek approval of the share exchange agreement and other matters. kaihan co.,Ltd. plans to hold a meeting of its Board of Directors on the same day to seek the resolutions necessary for the simplified share exchange. The share exchange is scheduled to become effective on 25 August 2026. If the necessary approvals from government authorities and other parties are not obtained by the day before the effective date, this agreement will lapse.
AmountTotal acquisition consideration: ¥640 million; enterprise value of スペーム株式会社: approximately ¥1.58 billion; equity value: approximately ¥910 million; equity value after taking into account the illiquidity discount: approximately ¥630 million; valuation range: approximately ¥570 million to ¥700 million; increase in stated capital: ¥0; increase in retained earnings reserve: ¥0
Quantity / scaleShare exchange ratio: 14.38 kaihan co.,Ltd. common shares for each common share of スペーム株式会社; shares to be delivered: 7,190,000 kaihan co.,Ltd. common shares (planned); percentage of shares issued relative to kaihan co.,Ltd.'s total issued shares: 11.5%; additional clinics under スペーム株式会社's business plan: 3 clinics in the fiscal year ending May 2028 and 2 clinics in the fiscal year ending May 2029
Reason
Unlike an acquisition of shares for cash consideration, the transaction will not involve an outflow of cash on hand; it will enable the expansion of the healthcare business and strengthening of the earnings base; it is expected to generate synergies with the medical-related business and contribute to strengthening the earnings base of 株式会社Kaihan Medical; and the listed shares will provide market trading opportunities for recovering the invested capital.
Impact on Business Performance
Existing shareholders will experience a certain degree of dilution. At the same time, the company believes that the transaction will enable it to expand its healthcare business and strengthen its earnings base without an outflow of cash on hand. スペーム株式会社 plans to report lower revenue and lower profit in the fiscal year ending May 2027 than in the fiscal year ending May 2026.
| Item | Details |
|---|---|
| Matter Covered | Matters subject to prior disclosure concerning the share exchange |
| Decision-Making Body | Board of Directors of kaihan co.,Ltd. |
| Decision Date | 15 July 2026 |
| Implementation Date | 25 August 2026 (scheduled effective date; subject to change if necessary) |
| Period Covered | On and after 25 August 2026 (after the share exchange becomes effective) |
| Amount | Total acquisition consideration: ¥640 million; enterprise value of スペーム株式会社: approximately ¥1.58 billion; equity value: approximately ¥910 million; equity value after taking into account the illiquidity discount: approximately ¥630 million; valuation range: approximately ¥570 million to ¥700 million; increase in stated capital: ¥0; increase in retained earnings reserve: ¥0 |
| Quantity / scale | Share exchange ratio: 14.38 kaihan co.,Ltd. common shares for each common share of スペーム株式会社; shares to be delivered: 7,190,000 kaihan co.,Ltd. common shares (planned); percentage of shares issued relative to kaihan co.,Ltd.'s total issued shares: 11.5%; additional clinics under スペーム株式会社's business plan: 3 clinics in the fiscal year ending May 2028 and 2 clinics in the fiscal year ending May 2029 |
| Impact on Business Performance | Existing shareholders will experience a certain degree of dilution. At the same time, the company believes that the transaction will enable it to expand its healthcare business and strengthen its earnings base without an outflow of cash on hand. スペーム株式会社 plans to report lower revenue and lower profit in the fiscal year ending May 2027 than in the fiscal year ending May 2026. |
| Reason | Unlike an acquisition of shares for cash consideration, the transaction will not involve an outflow of cash on hand; it will enable the expansion of the healthcare business and strengthening of the earnings base; it is expected to generate synergies with the medical-related business and contribute to strengthening the earnings base of 株式会社Kaihan Medical; and the listed shares will provide market trading opportunities for recovering the invested capital. |
| Governing Rule | Article 794, paragraph 1, Article 193 of the Ordinance for Enforcement of the Companies Act, Article 768, paragraph 1, Article 783, paragraph 1, Article 796, paragraph 2, Article 234, and Article 192, paragraph 1 of the Companies Act; Article 39 of the Ordinance on Company Accounting; and the Japan Securities Dealers Association's Guidelines on the Handling of Third-Party Allotments of Shares |
| Future plans | スペーム株式会社 plans to hold a shareholders' meeting on 15 July 2026 to seek approval of the share exchange agreement and other matters. kaihan co.,Ltd. plans to hold a meeting of its Board of Directors on the same day to seek the resolutions necessary for the simplified share exchange. The share exchange is scheduled to become effective on 25 August 2026. If the necessary approvals from government authorities and other parties are not obtained by the day before the effective date, this agreement will lapse. |
Items this document does not state (1)
Related previous disclosures
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 make スペーム株式会社 a wholly owned subsidiary without using cash, expand the healthcare business, strengthen the earnings base, create synergies with the medical-related business, and strengthen the earnings base of 株式会社Kaihan Medical.
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