Worth reading
62In 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
19
¥100 million (expected first-year transaction volume)Wording
Conditional
How definitive the wording is.This transaction
Share acquisition (making the target a grand-subsidiary)CounterpartyNot disclosed in accordance with the counterparty's wishes (2 individuals)
Disclosing companycotta 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
Various information services using the Internet Planning, production, sale, operation and management of websites, etc.
Location Shinjuku-ku, TokyoShare capital ¥1,000,000Date of incorporation 3 June 2022
Net Sales¥191 million (forecast for the fiscal year ending April 2026)
Operating profit¥77 million (forecast for the fiscal year ending April 2026)
Net income for the current fiscal year¥52 million (forecast for the fiscal year ending April 2026)
Net assetsNegative ¥1 million (fiscal year ended April 2025)
Consideration and expenses
Acquisition priceNot disclosed in accordance with the counterparty's wishes.
Impact on Business Performance
The impact on consolidated results for the current fiscal year is currently under review.
Procedures and assumptions
Valuation methodologyDetermined based on the results of due diligence by external specialists, taking into account the asset position and other factors
Conditions Precedent to ExecutionThe additional acquisition of equity interests is premised on being carried out in stages based on an agreement between the parties and subject to certain conditions
Management structure after acquisitionThe Company will maintain the continuing involvement of the target company's management and their incentives for business growth, and will operate the business by leveraging the expertise of the existing management team
| Item | Details |
|---|---|
| Transaction name | Share acquisition (making the target a grand-subsidiary) |
| Counterparty name | Not disclosed in accordance with the counterparty's wishes (2 individuals) |
| Name of the Subject Company | MedMarge Co., Ltd. |
| Business Description of the Subject Company | Various information services using the Internet Planning, production, sale, operation and management of websites, etc. |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1,000,000 |
| Date of Establishment of the Subject Company | 3 June 2022 |
| Net Sales of the Subject Company | ¥191 million (forecast for the fiscal year ending April 2026) |
| Operating Profit of the Subject Company | ¥77 million (forecast for the fiscal year ending April 2026) |
| Net Income of the Subject Company | ¥52 million (forecast for the fiscal year ending April 2026) |
| Net Assets of the Subject Company | Negative ¥1 million (fiscal year ended April 2025) |
| Acquisition price | Not disclosed in accordance with the counterparty's wishes. |
| Number of shares acquired | 5,100 shares (51%); number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0％ → after 51％ |
| Impact on Business Performance | The impact on consolidated results for the current fiscal year is currently under review. |
| Date of board resolution | 10 April 2026 |
| Contract Date | 10 April 2026 |
| Execution Date / Effective Date | Share transfer completion date: 11 May 2026 (scheduled). Deemed acquisition date: 30 June 2026 (scheduled) |
| Valuation methodology | Determined based on the results of due diligence by external specialists, taking into account the asset position and other factors |
| Conditions Precedent to Execution | The additional acquisition of equity interests is premised on being carried out in stages based on an agreement between the parties and subject to certain conditions |
| Management structure after acquisition | The Company will maintain the continuing involvement of the target company's management and their incentives for business growth, and will operate the business by leveraging the expertise of the existing management team |
Items this document does not state (11)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial 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 purpose is to establish a framework for providing customers with aesthetic medical services, including hair-loss treatment, through the hair salon channel, leveraging Works' hair salon network. The Company cites the creation of new revenue opportunities for hair salons, enhancement of value provided to customers, supplementation of its existing businesses, and expansion into the aesthetic medical field as the reasons for the transaction.
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