Worth reading
71In 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
865000
shares (scheduled to be delivered in the share exchange)Wording
Conditional
How definitive the wording is.This transaction
A series of transactions comprising the share transfer and the share exchangeCounterpartyTomiya Eisuke (富谷 栄助)
Disclosing companyRECOMM 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
Sale of stationery and office equipment, paper products, educational materials and scientific instruments, weighing and surveying instruments, office furniture, OA equipment and other products
Location Yuzawa, Akita PrefectureShare capital ¥10 millionDate of incorporation 29 October 1965 (Showa 40) (founded in 1797 (Kansei 9))
Net Sales¥1,979.471 million (fiscal year ended May 2026)
Operating profit¥1.526 million (fiscal year ended May 2026)
Net income for the current fiscal year¥13.846 million (fiscal year ended May 2026)
Net assets¥669.019 million (fiscal year ended May 2026)
Consideration and expenses
Acquisition priceNot disclosed pursuant to a confidentiality agreement with the seller of the shares
Type of ConsiderationMixed (cash and shares issued as consideration; レカム common shares will be delivered in the share exchange)
Merger ratio/share exchange ratio1 : 0.001139 (レカム will be the wholly owning parent company in the share exchange and とみや will be the wholly owned subsidiary)
Impact on Business Performance
The impact on consolidated earnings for the fiscal year ending September 2026 is expected to be limited. If any matters requiring disclosure arise in the future, we will promptly disclose them.
Procedures and assumptions
Valuation methodologyThe results of the share valuation conducted by 株式会社ユニヴィスコンサルティング and other factors
Independent valuation institution株式会社ユニヴィスコンサルティング
Conditions Precedent to ExecutionApproval at とみや's extraordinary general meeting of shareholders to be held on 3 September 2026 (scheduled) to approve the share exchange agreement. No shareholder approval is required for レカム because the transaction is a simplified share exchange pursuant to Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionFollowing the share exchange, there will be no change to the company's name, location, titles or names of its representative officers, business activities, capital or fiscal year-end. とみや will become the company's wholly owned subsidiary. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | A series of transactions comprising the share transfer and the share exchange |
| Counterparty name | Tomiya Eisuke (富谷 栄助) |
| Name of the Subject Company | 株式会社とみや |
| Business Description of the Subject Company | Sale of stationery and office equipment, paper products, educational materials and scientific instruments, weighing and surveying instruments, office furniture, OA equipment and other products |
| Location of the Subject Company | Yuzawa, Akita Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 29 October 1965 (Showa 40) (founded in 1797 (Kansei 9)) |
| Net Sales of the Subject Company | ¥1,979.471 million (fiscal year ended May 2026) |
| Operating Profit of the Subject Company | ¥1.526 million (fiscal year ended May 2026) |
| Net Income of the Subject Company | ¥13.846 million (fiscal year ended May 2026) |
| Net Assets of the Subject Company | ¥669.019 million (fiscal year ended May 2026) |
| Acquisition price | Not disclosed pursuant to a confidentiality agreement with the seller of the shares |
| Type of Consideration | Mixed (cash and shares issued as consideration; レカム common shares will be delivered in the share exchange) |
| Merger ratio/share exchange ratio | 1 : 0.001139 (レカム will be the wholly owning parent company in the share exchange and とみや will be the wholly owned subsidiary) |
| Number of shares acquired | 4,891 shares (number of voting rights: 4,891) |
| Voting rights ownership percentage | Before 0％ → after 100.0％ |
| Impact on Business Performance | The impact on consolidated earnings for the fiscal year ending September 2026 is expected to be limited. If any matters requiring disclosure arise in the future, we will promptly disclose them. |
| Date of board resolution | 17 August 2026 |
| Contract Date | 17 August 2026 |
| Execution Date / Effective Date | Share transfer closing date: 4 September 2026 (scheduled); effective date of the share exchange: 7 September 2026 (scheduled) |
| Valuation methodology | The results of the share valuation conducted by 株式会社ユニヴィスコンサルティング and other factors |
| Independent valuation institution | 株式会社ユニヴィスコンサルティング |
| Conditions Precedent to Execution | Approval at とみや's extraordinary general meeting of shareholders to be held on 3 September 2026 (scheduled) to approve the share exchange agreement. No shareholder approval is required for レカム because the transaction is a simplified share exchange pursuant to Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | Following the share exchange, there will be no change to the company's name, location, titles or names of its representative officers, business activities, capital or fiscal year-end. とみや will become the company's wholly owned subsidiary. Employee treatment: Not disclosed |
Items this document does not state (8)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill 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 combine とみや's regional customer base and sales network with the レカム Group's IT solutions, direct marketing, procurement capabilities and system development capabilities, thereby promoting cross-selling, improving customer service capabilities and expanding its business base in the Tohoku region.
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