Worth reading
56In 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
32.86
Percentage of total shares issued and total voting rights (%)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterpartyAIG Japan Holdings Corporation, American Home Medical and Property & Casualty Insurance Company
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.White points represent dates designated as scheduled dates in the document.
Target company
Telephone-based health consultations and other medical-related services
Location Taito-ku, TokyoShare capital ¥250 millionDate of incorporation 15 June 1989
Net Sales¥4,802 million (fiscal year ending August 2026)
Operating profit¥169 million (fiscal year ending August 2026)
Net income for the current fiscal year¥134 million (fiscal year ending August 2026)
Net assets¥1,875 million (fiscal year ending August 2026)
Consideration and expenses
Acquisition priceNot disclosed pursuant to an agreement with the counterparty
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial
Procedures and assumptions
Valuation methodologyThe consideration was determined through discussions and negotiations with the counterparty, taking into comprehensive consideration the target company's financial condition, operating results and future earnings outlook, with reference to the results of a share valuation conducted by an independent valuation institution
Management structure after acquisition当社 and ベルシステム24 will jointly participate in management pursuant to a shareholders' agreement, which will stipulate the rights to nominate directors, matters requiring mutual consent and measures for addressing deadlocks. The corporate name and employee treatment are not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | AIG Japan Holdings Corporation, American Home Medical and Property & Casualty Insurance Company |
| Name of the Subject Company | ティーペック株式会社 |
| Business Description of the Subject Company | Telephone-based health consultations and other medical-related services |
| Location of the Subject Company | Taito-ku, Tokyo |
| Capital Stock of the Subject Company | ¥250 million |
| Date of Establishment of the Subject Company | 15 June 1989 |
| Net Sales of the Subject Company | ¥4,802 million (fiscal year ending August 2026) |
| Operating Profit of the Subject Company | ¥169 million (fiscal year ending August 2026) |
| Net Income of the Subject Company | ¥134 million (fiscal year ending August 2026) |
| Net Assets of the Subject Company | ¥1,875 million (fiscal year ending August 2026) |
| Acquisition price | Not disclosed pursuant to an agreement with the counterparty |
| Number of shares acquired | 1,582 shares (number of voting rights: 1,582) |
| Voting rights ownership percentage | Before 0.0% → after 32.86% |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial |
| Date of board resolution | 27 October 2026 |
| Contract Date | 27 October 2026 (予定) |
| Execution Date / Effective Date | 30 November 2026 (予定) |
| Valuation methodology | The consideration was determined through discussions and negotiations with the counterparty, taking into comprehensive consideration the target company's financial condition, operating results and future earnings outlook, with reference to the results of a share valuation conducted by an independent valuation institution |
| Management structure after acquisition | 当社 and ベルシステム24 will jointly participate in management pursuant to a shareholders' agreement, which will stipulate the rights to nominate directors, matters requiring mutual consent and measures for addressing deadlocks. The corporate name and employee treatment are not disclosed |
Items this document does not state (12)
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 CommitteeConditions Precedent to Execution
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 services such as health consultations and mental health support and establish an integrated structure capable of providing services from identifying health issues through consultation, support and resolution. The transaction is also intended to pursue cross-selling and business growth by leveraging the customer base and business expertise, while limiting the investment burden and investment risk compared with acquiring the company independently.
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