Worth reading
70In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
138085675
Shares (number of new shares expected to be issued by the joint holding company)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share transfer (joint share transfer)Counterparty (target company)JOYFUL HONDA CO.,LTD., ARCLANDS CORPORATION
Disclosing companyJOYFUL HONDA CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Home improvement center business; residential renovation business, Retail business; food service business; wholesale business; real estate business
Location Tsuchiura City, Ibaraki Prefecture, Urawa Ward, Saitama City, Saitama Prefecture; Sanjo, Niigata PrefectureShare capital ¥12,000 million (as of 20 December 2025), ¥6,462 million (as of 28 February 2026)Date of incorporation 15 December 1975, 1 July 1970
Net Sales¥128,980 million (fiscal year ended June 2025), ¥341,141 million (fiscal year ended February 2026)
Operating profit¥10,748 million (fiscal year ended June 2025), ¥14,196 million (fiscal year ended February 2026)
Net income for the current fiscal year¥8,327 million (fiscal year ended June 2025), ¥8,088 million (fiscal year ended February 2026)
Net assets¥121,791 million (fiscal year ended June 2025), ¥128,357 million (fiscal year ended February 2026)
Consideration and expenses
Type of ConsiderationShares. Ordinary shares of the joint holding company are expected to be issued.
Merger ratio/share exchange ratioARCLANDS CORPORATION: JOYFUL HONDA CO.,LTD. = 1:1.15. For each ordinary share of ARCLANDS CORPORATION, 1 ordinary share of the joint holding company is expected to be allotted and issued; for each ordinary share of JOYFUL HONDA CO.,LTD., 1.15 ordinary shares are expected to be allotted and issued. The joint holding company will be the wholly owning parent company established through the share transfer, and both companies will be wholly owned subsidiaries established through the share transfer.
Goodwill amountGoodwill or negative goodwill is expected to arise. The amount has not been determined at this time, and the amortization period is Not disclosed.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The companies will discuss the joint holding company's management policies, plans and earnings outlook, and will make an announcement once these matters have been finalized.
Procedures and assumptions
Valuation methodologyMarket price analysis or the market price method; comparable company analysis or the comparable listed company method; and discounted cash flow analysis (DCF analysis or the DCF method)
Independent valuation institutionMitsubishi UFJ Morgan Stanley Securities Co., Ltd. (JOYFUL HONDA CO.,LTD.), SMBC Nikko Securities Inc. (ARCLANDS CORPORATION)
Conditions Precedent to ExecutionApproval of the share transfer plan at the general meetings of shareholders of both companies; obtaining approvals, licenses and other authorizations from the Japan Fair Trade Commission and other relevant authorities; and completing listing procedures under the rules of the Tokyo Stock Exchange.
Management structure after acquisitionThe joint holding company is expected to be a company with an audit and supervisory committee, with 5 of its 9 directors being outside directors. Honda Osamu (本田理) is expected to be the representative director and chairman, Hirayama Ikuo (平山育夫) the representative director and president, and Sakamoto Haruhiko (坂本晴彦) the representative director and vice president. There will be 3 audit and supervisory board members. The companies will consider sharing and integrating their human resources recruitment, training and evaluation systems.
| Item | Details |
|---|---|
| Transaction name | This share transfer (joint share transfer) |
| Counterparty name | JOYFUL HONDA CO.,LTD., ARCLANDS CORPORATION |
| Name of the Subject Company | JOYFUL HONDA CO.,LTD., ARCLANDS CORPORATION |
| Business Description of the Subject Company | Home improvement center business; residential renovation business, Retail business; food service business; wholesale business; real estate business |
| Location of the Subject Company | Tsuchiura City, Ibaraki Prefecture, Urawa Ward, Saitama City, Saitama Prefecture; Sanjo, Niigata Prefecture |
| Capital Stock of the Subject Company | ¥12,000 million (as of 20 December 2025), ¥6,462 million (as of 28 February 2026) |
| Date of Establishment of the Subject Company | 15 December 1975, 1 July 1970 |
| Net Sales of the Subject Company | ¥128,980 million (fiscal year ended June 2025), ¥341,141 million (fiscal year ended February 2026) |
| Operating Profit of the Subject Company | ¥10,748 million (fiscal year ended June 2025), ¥14,196 million (fiscal year ended February 2026) |
| Net Income of the Subject Company | ¥8,327 million (fiscal year ended June 2025), ¥8,088 million (fiscal year ended February 2026) |
| Net Assets of the Subject Company | ¥121,791 million (fiscal year ended June 2025), ¥128,357 million (fiscal year ended February 2026) |
| Type of Consideration | Shares. Ordinary shares of the joint holding company are expected to be issued. |
| Merger ratio/share exchange ratio | ARCLANDS CORPORATION: JOYFUL HONDA CO.,LTD. = 1:1.15. For each ordinary share of ARCLANDS CORPORATION, 1 ordinary share of the joint holding company is expected to be allotted and issued; for each ordinary share of JOYFUL HONDA CO.,LTD., 1.15 ordinary shares are expected to be allotted and issued. The joint holding company will be the wholly owning parent company established through the share transfer, and both companies will be wholly owned subsidiaries established through the share transfer. |
| Number of shares acquired | 138,085,675 shares (number of new shares expected to be issued by the joint holding company through the share transfer). The number of voting rights represented by the acquired shares is Not disclosed. |
| Goodwill amount | Goodwill or negative goodwill is expected to arise. The amount has not been determined at this time, and the amortization period is Not disclosed. |
| Impact on Business Performance | The companies will discuss the joint holding company's management policies, plans and earnings outlook, and will make an announcement once these matters have been finalized. |
| Date of board resolution | 14 April 2026 |
| Contract Date | 14 April 2026 |
| Execution Date / Effective Date | 1 March 2027 (Monday) (scheduled) |
| Valuation methodology | Market price analysis or the market price method; comparable company analysis or the comparable listed company method; and discounted cash flow analysis (DCF analysis or the DCF method) |
| Independent valuation institution | Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (JOYFUL HONDA CO.,LTD.), SMBC Nikko Securities Inc. (ARCLANDS CORPORATION) |
| Conditions Precedent to Execution | Approval of the share transfer plan at the general meetings of shareholders of both companies; obtaining approvals, licenses and other authorizations from the Japan Fair Trade Commission and other relevant authorities; and completing listing procedures under the rules of the Tokyo Stock Exchange. |
| Management structure after acquisition | The joint holding company is expected to be a company with an audit and supervisory committee, with 5 of its 9 directors being outside directors. Honda Osamu (本田理) is expected to be the representative director and chairman, Hirayama Ikuo (平山育夫) the representative director and president, and Sakamoto Haruhiko (坂本晴彦) the representative director and vice president. There will be 3 audit and supervisory board members. The companies will consider sharing and integrating their human resources recruitment, training and evaluation systems. |
Items this document does not state (9)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsAmount 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.The companies aim to combine their capabilities in operating large-format stores, specialty-store operating expertise and product development capabilities in response to intensifying competition in the retail industry and increasingly diverse customer needs. They stated that coordination in product procurement, customer bases and marketing, store development and operations, IT, logistics and human resources will be used to improve earnings power over the medium to long term and maximize corporate value.
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