Worth reading
61In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
2300
¥ millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share acquisitionDisclosing companyDAIDOH 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
Planning, development and sale of protein-related products and other products
Location Toda, SaitamaShare capital ¥6 millionDate of incorporation 2 October 2023
Net Sales¥1,370 million (fiscal year ended September 2025)
Operating profit¥187 million (fiscal year ended September 2025)
Net income for the current fiscal year¥118 million (fiscal year ended September 2025)
Net assets¥128 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition price¥2,300 million. Additional consideration of ¥300 million is scheduled to be paid subject to the achievement of certain performance targets for the fiscal year ending September 2026.
Expenses other than the acquisition priceAcquisition-related expenses (estimated): ¥151 million
Type of ConsiderationCash
Goodwill amountnot disclosed (the disclaimer refers to the amount of goodwill and the amortization period)
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on the company's results for the fiscal year ending March 2027 (the 104th fiscal year) is currently under review. If any matter requiring disclosure arises, it will be announced promptly.
Procedures and assumptions
Management structure after acquisitionThe target company will become a consolidated subsidiary of the company. The group will provide the target company with its management and business operating infrastructure and support further business expansion by the target company. The trade name, representative and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Name of the Subject Company | Name of target company |
| Business Description of the Subject Company | Planning, development and sale of protein-related products and other products |
| Location of the Subject Company | Toda, Saitama |
| Capital Stock of the Subject Company | ¥6 million |
| Date of Establishment of the Subject Company | 2 October 2023 |
| Net Sales of the Subject Company | ¥1,370 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | ¥187 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | ¥118 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | ¥128 million (fiscal year ended September 2025) |
| Acquisition price | ¥2,300 million. Additional consideration of ¥300 million is scheduled to be paid subject to the achievement of certain performance targets for the fiscal year ending September 2026. |
| Expenses other than the acquisition price | Acquisition-related expenses (estimated): ¥151 million |
| Type of Consideration | Cash |
| Number of shares acquired | 600 common shares (number of voting rights: 600) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Goodwill amount | not disclosed (the disclaimer refers to the amount of goodwill and the amortization period) |
| Impact on Business Performance | The impact on the company's results for the fiscal year ending March 2027 (the 104th fiscal year) is currently under review. If any matter requiring disclosure arises, it will be announced promptly. |
| Date of board resolution | 23 July 2026 |
| Contract Date | 23 July 2026 |
| Execution Date / Effective Date | 31 August 2026 (scheduled) |
| Management structure after acquisition | The target company will become a consolidated subsidiary of the company. The group will provide the target company with its management and business operating infrastructure and support further business expansion by the target company. The trade name, representative and treatment of employees are not disclosed. |
Items this document does not state (11)
Counterparty nameMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Valuation 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.As part of the "Rebuilding the Business Portfolio" initiative under the Second Medium-Term Management Plan, the company will enter the wellness and beauty markets, which are growth markets. The stated reasons are to bring the target company's product planning capabilities, marketing capabilities and e-commerce sales expertise into the group, strengthen the e-commerce rollout of existing brands, provide the target company with the group's management and business operating infrastructure, and generate synergies and achieve business expansion.
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