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
1970
Yen per ordinary shareWording
Conditional
How definitive the wording is.This transaction
The Tender OfferCounterpartyCHARM CARE CORPORATION, Shimomura Takahiko (下村隆彦)
Disclosing companySHIP HEALTHCARE HOLDINGS,INC.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution6 November 2026
Contract Date6 November 2026 (tender offer agreement)
Target company
The target company is primarily engaged in providing nursing care services subject to the Nursing Care Insurance Act to elderly people certified under that Act as requiring support or long-term care at fee-based nursing homes.
Location Matsubara, Osaka PrefectureDate of incorporation August 1984
Consideration and expenses
Acquisition priceOrdinary shares: ¥1,970 per share; stock acquisition rights: ¥1 per right
Type of ConsiderationCash (¥1,970 per ordinary share and ¥1 per stock acquisition right)
Tender offer priceOrdinary shares: ¥1,970 per share. Stock acquisition rights from the First to the Fourth Series: ¥1 per right for each series
Minimum number of shares to be purchased12,194,500 shares (minimum set)
Tender offer periodFrom 9 November 2026 to 21 December 2026 (30 business days)
Funding arrangementsInternal funds and borrowings of up to ¥32.5 billion from Sumitomo Mitsui Banking Corporation
Impact on Business Performance
Because it is difficult to specifically estimate the impact on earnings of the synergies expected to be realized through the tender offer, those synergies have not been reflected in the share valuation.
Procedures and assumptions
Valuation methodologyMarket price method, comparable companies method, and discounted cash flow method (DCF method)
Independent valuation institutionDaiwa Institute of Research, Nomura Securities
Special CommitteeEstablished. 4 members (1 independent outside corporate auditor, 2 independent outside directors, and 1 attorney serving as an outside expert)
Conditions Precedent to ExecutionApplications for at least the minimum number of shares to be purchased must be received. Bank financing is expected to be obtained subject to the completion of the tender offer and related conditions. If all shares cannot be acquired, squeeze-out procedures such as a share consolidation or a demand for the sale of shares are expected to be carried out.
Management structure after acquisitionThe target company's current management and business operating structures will be respected, with consideration given to maintaining autonomy in business operations and continuity at the operational level. The target company's corporate name and brand are expected to be maintained. As a general rule, employees and officers will remain employed, and their employment conditions and treatment will not be immediately changed to their disadvantage because of the transaction. The parties are expected to discuss and determine the dispatch of officers from the tender offeror to the extent necessary.
| Item | Details |
|---|---|
| Transaction name | The Tender Offer |
| Counterparty name | CHARM CARE CORPORATION, Shimomura Takahiko (下村隆彦) |
| Name of the Subject Company | CHARM CARE CORPORATION |
| Business Description of the Subject Company | The target company is primarily engaged in providing nursing care services subject to the Nursing Care Insurance Act to elderly people certified under that Act as requiring support or long-term care at fee-based nursing homes. |
| Location of the Subject Company | Matsubara, Osaka Prefecture |
| Date of Establishment of the Subject Company | August 1984 |
| Acquisition price | Ordinary shares: ¥1,970 per share; stock acquisition rights: ¥1 per right |
| Type of Consideration | Cash (¥1,970 per ordinary share and ¥1 per stock acquisition right) |
| Tender offer price | Ordinary shares: ¥1,970 per share. Stock acquisition rights from the First to the Fourth Series: ¥1 per right for each series |
| Minimum number of shares to be purchased | 12,194,500 shares (minimum set) |
| Tender offer period | From 9 November 2026 to 21 December 2026 (30 business days) |
| Number of shares acquired | The minimum number of shares to be purchased is 12,194,500, equivalent to 121,945 voting rights. The tender offeror intends to acquire all of the target company's shares and all of the stock acquisition rights, and has not set a maximum number of shares to be purchased. |
| Voting rights ownership percentage | Before 29.33% (indirectly owned by the tender offeror through its wholly owned subsidiary) → after 100% (the target company is expected to become a wholly owned subsidiary; 66.73% if the minimum number of shares to be purchased is reached) |
| Funding arrangements | Internal funds and borrowings of up to ¥32.5 billion from Sumitomo Mitsui Banking Corporation |
| Impact on Business Performance | Because it is difficult to specifically estimate the impact on earnings of the synergies expected to be realized through the tender offer, those synergies have not been reflected in the share valuation. |
| Date of board resolution | 6 November 2026 |
| Contract Date | 6 November 2026 (tender offer agreement) |
| Valuation methodology | Market price method, comparable companies method, and discounted cash flow method (DCF method) |
| Independent valuation institution | Daiwa Institute of Research, Nomura Securities |
| Special Committee | Established. 4 members (1 independent outside corporate auditor, 2 independent outside directors, and 1 attorney serving as an outside expert) |
| Conditions Precedent to Execution | Applications for at least the minimum number of shares to be purchased must be received. Bank financing is expected to be obtained subject to the completion of the tender offer and related conditions. If all shares cannot be acquired, squeeze-out procedures such as a share consolidation or a demand for the sale of shares are expected to be carried out. |
| Management structure after acquisition | The target company's current management and business operating structures will be respected, with consideration given to maintaining autonomy in business operations and continuity at the operational level. The target company's corporate name and brand are expected to be maintained. As a general rule, employees and officers will remain employed, and their employment conditions and treatment will not be immediately changed to their disadvantage because of the transaction. The parties are expected to discuss and determine the dispatch of officers from the tender offeror to the extent necessary. |
Items this document does not state (10)
Capital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)Execution Date / Effective Date
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.Under the current equity-method relationship, it is unable to fully benefit from the effects of investing management resources in the target company, and there are limits to further collaboration between the two companies and to their integrated enhancement of corporate value. By making the target company a wholly owned subsidiary, the companies intend to deepen their coordination in areas including facility development, customer service, products and services, and recruitment and training, while pursuing business expansion and greater efficiency.
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