Worth reading
66In focus
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Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This business integrationCounterparty株式会社メディライズホールディングス
Disclosing companyMEDIUS HOLDINGS Co.,Ltd.
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
Medical Device Sales Business
Location Akita, Akita PrefectureShare capital ¥10 millionDate of incorporation June 1966
Net Sales¥4,652 million (fiscal year ended June 2025)
Operating profit-¥51 million (fiscal year ended June 2025)
Net income for the current fiscal year-¥54 million (fiscal year ended June 2025)
Net assets¥671 million (fiscal year ended June 2025)
Consideration and expenses
Type of ConsiderationShares (share exchange; allocation details not disclosed)
Merger ratio/share exchange ratioNot disclosed. The basic plan is for 株式会社メディライズホールディングス to become the wholly owning parent company in the share exchange and 株式会社秋田医科器械店 to become the wholly owned subsidiary.
Impact on Business Performance
Undecided as of this date
Procedures and assumptions
Management structure after acquisition秋田医科器械店 is expected to come under メディライズＨＤ. The parties will continue to provide the necessary support and cooperation to ensure a smooth transition to an operating structure under メディライズＨＤ. The corporate name, representative and treatment of employees have not been disclosed.
| Item | Details |
|---|---|
| Transaction name | This business integration |
| Counterparty name | 株式会社メディライズホールディングス |
| Name of the Subject Company | 株式会社秋田医科器械店 |
| Business Description of the Subject Company | Medical Device Sales Business |
| Location of the Subject Company | Akita, Akita Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | June 1966 |
| Net Sales of the Subject Company | ¥4,652 million (fiscal year ended June 2025) |
| Operating Profit of the Subject Company | -¥51 million (fiscal year ended June 2025) |
| Net Income of the Subject Company | -¥54 million (fiscal year ended June 2025) |
| Net Assets of the Subject Company | ¥671 million (fiscal year ended June 2025) |
| Type of Consideration | Shares (share exchange; allocation details not disclosed) |
| Merger ratio/share exchange ratio | Not disclosed. The basic plan is for 株式会社メディライズホールディングス to become the wholly owning parent company in the share exchange and 株式会社秋田医科器械店 to become the wholly owned subsidiary. |
| Number of shares acquired | 4,000 shares (number of voting rights not disclosed) |
| Voting rights ownership percentage | Before メディアスホールディングス株式会社: 100% → after 株式会社メディライズホールディングス: 100% (expected) |
| Impact on Business Performance | Undecided as of this date |
| Contract Date | 17 July 2026 (memorandum of understanding); final agreement scheduled for late October 2027 |
| Execution Date / Effective Date | 1 April 2028 (scheduled) |
| Management structure after acquisition | 秋田医科器械店 is expected to come under メディライズＨＤ. The parties will continue to provide the necessary support and cooperation to ensure a smooth transition to an operating structure under メディライズＨＤ. The corporate name, representative and treatment of employees have not been disclosed. |
Items this document does not state (13)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation methodologyIndependent 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.To establish a stable and efficient supply system that can respond to medical cost containment, population decline, shortages of healthcare personnel and changes in the logistics environment, thereby ensuring that medical care is not disrupted. The objective is to leverage the two companies' know-how, expertise, logistics networks, business foundations and geographic affinity to advance their operations in the Tohoku region in an integrated manner and enhance the quality and sustainability of regional healthcare.
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