Worth reading
63In 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
33000
Thousands of U.S. dollars (approximately ¥5,200 million; earn-out consideration of 0 to 11,000 thousand U.S. dollars payable separately)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of Glamorise Foundations, Inc. (Acquisition of Shares Involving a Change in Subsidiaries and Other Entities)CounterpartyJon R. Pundyk
Disclosing companyWACOAL HOLDINGS CORP.
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 and development of women's intimate apparel, as well as wholesale and sales through its own e-commerce website
Location New York City, United StatesShare capital 5.261 thousand U.S. dollarsDate of incorporation 3 March 1955
Net Sales39,365 thousand U.S. dollars (¥6,220 million), fiscal year ended December 2024
Operating profit1,732 thousand U.S. dollars (¥274 million), fiscal year ended December 2024
Net income for the current fiscal year1,730 thousand U.S. dollars (¥273 million), fiscal year ended December 2024
Net assets6,233 thousand U.S. dollars (¥985 million), fiscal year ended December 2024
Consideration and expenses
Acquisition price33,000 thousand U.S. dollars (approximately ¥5,200 million). In addition to the acquisition price, contingent consideration based on the achievement of performance targets (earn-out consideration) of 0 thousand U.S. dollars (¥0) to 11,000 thousand U.S. dollars (approximately ¥1,700 million)
Type of ConsiderationCash (contingent consideration will also be paid in cash)
Funding arrangementsA portion of the Company's available cash will be used.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2026 is expected to be immaterial. The impact on consolidated results for the fiscal year ending March 2027 is currently under review and will be disclosed in the financial results summary for the fiscal year ending March 2026, scheduled for publication in May 2026.
Procedures and assumptions
Valuation methodologyA valuation report prepared by a financial adviser. The specific valuation method was not disclosed.
Independent valuation institutionTakenaka Partners LLC
| Item | Details |
|---|---|
| Transaction name | Acquisition of Glamorise Foundations, Inc. (Acquisition of Shares Involving a Change in Subsidiaries and Other Entities) |
| Counterparty name | Jon R. Pundyk |
| Name of the Subject Company | Glamorise Foundations, Inc. |
| Business Description of the Subject Company | Planning and development of women's intimate apparel, as well as wholesale and sales through its own e-commerce website |
| Location of the Subject Company | New York City, United States |
| Capital Stock of the Subject Company | 5.261 thousand U.S. dollars |
| Date of Establishment of the Subject Company | 3 March 1955 |
| Net Sales of the Subject Company | 39,365 thousand U.S. dollars (¥6,220 million), fiscal year ended December 2024 |
| Operating Profit of the Subject Company | 1,732 thousand U.S. dollars (¥274 million), fiscal year ended December 2024 |
| Net Income of the Subject Company | 1,730 thousand U.S. dollars (¥273 million), fiscal year ended December 2024 |
| Net Assets of the Subject Company | 6,233 thousand U.S. dollars (¥985 million), fiscal year ended December 2024 |
| Acquisition price | 33,000 thousand U.S. dollars (approximately ¥5,200 million). In addition to the acquisition price, contingent consideration based on the achievement of performance targets (earn-out consideration) of 0 thousand U.S. dollars (¥0) to 11,000 thousand U.S. dollars (approximately ¥1,700 million) |
| Type of Consideration | Cash (contingent consideration will also be paid in cash) |
| Number of shares acquired | 5,261 shares (number of voting rights: 250) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Funding arrangements | A portion of the Company's available cash will be used. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2026 is expected to be immaterial. The impact on consolidated results for the fiscal year ending March 2027 is currently under review and will be disclosed in the financial results summary for the fiscal year ending March 2026, scheduled for publication in May 2026. |
| Date of board resolution | 30 March 2026 |
| Contract Date | 31 March 2026 (local time, scheduled) |
| Execution Date / Effective Date | 1 April 2026 (local time, scheduled) |
| Valuation methodology | A valuation report prepared by a financial adviser. The specific valuation method was not disclosed. |
| Independent valuation institution | Takenaka Partners LLC |
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Special CommitteeConditions Precedent to ExecutionManagement structure after acquisition
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 incorporate Glamorise's product development capabilities in the plus-size market, expertise in operating its own e-commerce business, and knowledge of digital marketing, including sales through external e-commerce platforms, thereby enhancing the competitiveness of the U.S. business and the Company's medium- to long-term corporate value.
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