Worth reading
54Recurring
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
179
¥ million (fiscal year ending March 2026 revenue of the business to be succeeded)Wording
Conditional
How definitive the wording is.This transaction
This share acquisition and absorption-type mergerCounterpartySMS CO.,LTD.
Disclosing companyWellness Communications Corporation
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
Stress check outsourcing services
Location Minato-ku, TokyoShare capital ¥1 millionDate of incorporation 1 December 2026 (scheduled)
Net Sales¥179 million (fiscal year ended March 2026, business to be succeeded)
Consideration and expenses
Acquisition priceThe acquisition price has not been disclosed by agreement with the counterparty.
Type of ConsiderationThe payment method for this share acquisition is Not disclosed. No shares or other monetary consideration will be delivered in the absorption-type merger.
Merger ratio/share exchange ratioNot applicable (Wellness Communications Corporation will be the surviving company and 株式会社ストレスチェック will be the disappearing company)
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial, and no revisions will be made to the consolidated earnings forecast announced on 14 May 2026.
Procedures and assumptions
Valuation methodologyThe acquisition price was determined through discussions and negotiations with the counterparty, taking comprehensive account of the target business's financial position, operating results, and future earnings outlook, with reference to the valuation results of an independent valuation institution.
Conditions Precedent to ExecutionThe share acquisition is scheduled to close subject to the establishment of the target company through an incorporation-type company split. The absorption-type merger is scheduled to become effective subject to the target company becoming the Company's wholly owned subsidiary upon completion of the share acquisition and the completion of the procedures required for the absorption-type merger. As the merger qualifies as a simplified merger, the Company plans to carry it out without obtaining approval at a shareholders' meeting.
Management structure after acquisitionThere will be no change to the Company's name, head office location, representative, business activities, stated capital, or fiscal year-end after the absorption-type merger. The target company will become the Company's wholly owned subsidiary after the share acquisition and will disappear through the absorption-type merger. The representative director at the time of establishment will be Sonoda Issei (園田一誠), and the management structure after the share acquisition will be determined at a later date.
| Item | Details |
|---|---|
| Transaction name | This share acquisition and absorption-type merger |
| Counterparty name | SMS CO.,LTD. |
| Name of the Subject Company | 株式会社ストレスチェック |
| Business Description of the Subject Company | Stress check outsourcing services |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 1 December 2026 (scheduled) |
| Net Sales of the Subject Company | ¥179 million (fiscal year ended March 2026, business to be succeeded) |
| Acquisition price | The acquisition price has not been disclosed by agreement with the counterparty. |
| Type of Consideration | The payment method for this share acquisition is Not disclosed. No shares or other monetary consideration will be delivered in the absorption-type merger. |
| Merger ratio/share exchange ratio | Not applicable (Wellness Communications Corporation will be the surviving company and 株式会社ストレスチェック will be the disappearing company) |
| Number of shares acquired | 100 shares (number of voting rights: 100) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial, and no revisions will be made to the consolidated earnings forecast announced on 14 May 2026. |
| Date of board resolution | 21 October 2026 |
| Contract Date | Share transfer agreement: 21 October 2026. Absorption-type merger agreement: 1 December 2026 (scheduled) |
| Execution Date / Effective Date | Share acquisition closing date: 1 December 2026 (scheduled). Effective date of the absorption-type merger: 1 January 2027 (scheduled) |
| Valuation methodology | The acquisition price was determined through discussions and negotiations with the counterparty, taking comprehensive account of the target business's financial position, operating results, and future earnings outlook, with reference to the valuation results of an independent valuation institution. |
| Conditions Precedent to Execution | The share acquisition is scheduled to close subject to the establishment of the target company through an incorporation-type company split. The absorption-type merger is scheduled to become effective subject to the target company becoming the Company's wholly owned subsidiary upon completion of the share acquisition and the completion of the procedures required for the absorption-type merger. As the merger qualifies as a simplified merger, the Company plans to carry it out without obtaining approval at a shareholders' meeting. |
| Management structure after acquisition | There will be no change to the Company's name, head office location, representative, business activities, stated capital, or fiscal year-end after the absorption-type merger. The target company will become the Company's wholly owned subsidiary after the share acquisition and will disappear through the absorption-type merger. The representative director at the time of establishment will be Sonoda Issei (園田一誠), and the management structure after the share acquisition will be determined at a later date. |
Items this document does not state (12)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender 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 Company intends to strengthen its business platform in the mental health field by incorporating the target business's customer base, sales and operational expertise, and specialized personnel, while expanding sales of Growbase Mentally and enhancing the value provided to customers and service competitiveness. In addition, through the absorption-type merger, the Company intends to consolidate management resources, improve operational efficiency, and accelerate decision-making.
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