Worth reading
62In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
3612
¥ million (approximate total acquisition price)Wording
Conditional
How definitive the wording is.This transaction
This share acquisition and this disposal of treasury sharesCounterpartyHirano Tomoaki (平野巴章), Ataka Ryo (安宅亮)
Disclosing companyCERES 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 resolution1 April 2026
Contract Date1 April 2026
Execution Date / Effective Date1 April 2026 (closing date for the share transfer under this share acquisition); 17 April 2026 (disposal and payment date for the disposal of treasury shares)
Target company
Planning and operation of an online medical consultation platform, among other activities
Location Shibuya, TokyoShare capital ¥50 millionDate of incorporation 24 November 2020
Net Sales¥2,480.776 million (fiscal year ended September 2025)
Operating profit¥331.982 million (fiscal year ended September 2025)
Net income for the current fiscal year¥259.994 million (fiscal year ended September 2025)
Net assets¥465.944 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceShare acquisition cost: ¥3,600 million (approximate amount)
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥12 million (approximate amount)
Type of ConsiderationCombination of treasury shares equivalent to ¥299 million disposed of under this transaction and cash for the difference
Funding arrangementsThe acquisition consideration will be funded with treasury shares equivalent to ¥299 million and cash for the difference. Method of raising the cash: not disclosed
Impact on Business Performance
The impact of this share acquisition on the performance of the Ceres Group is currently under review. The company expects the transaction to contribute to higher corporate value over the medium to long term. The disposal of treasury shares will have no impact on consolidated performance.
Procedures and assumptions
Valuation methodologyThe disposal price for the treasury shares was determined based on the ¥1,419 closing price of Ceres's common shares on the Tokyo Stock Exchange on 31 March 2026, the business day immediately preceding the date of the board resolution. The method used to calculate the share acquisition price itself: not disclosed
Special CommitteeNot disclosed (the filing states that the Audit and Supervisory Committee expressed an opinion on the legality of the disposal price and related matters)
Conditions Precedent to ExecutionThe registration of a securities registration statement under the Financial Instruments and Exchange Act becoming effective
Management structure after acquisitionHirano Tomoaki (平野巴章) will serve as SQUIZ's representative director, and Ataka Ryo (安宅亮) will serve as a director. The company expects their ownership of Ceres shares to strengthen their commitment to participating in the management of the Ceres Group. The company has not disclosed any change in corporate name or employee treatment.
| Item | Details |
|---|---|
| Transaction name | This share acquisition and this disposal of treasury shares |
| Counterparty name | Hirano Tomoaki (平野巴章), Ataka Ryo (安宅亮) |
| Name of the Subject Company | 株式会社SQUIZ |
| Business Description of the Subject Company | Planning and operation of an online medical consultation platform, among other activities |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 24 November 2020 |
| Net Sales of the Subject Company | ¥2,480.776 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | ¥331.982 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | ¥259.994 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | ¥465.944 million (fiscal year ended September 2025) |
| Acquisition price | Share acquisition cost: ¥3,600 million (approximate amount) |
| Expenses other than the acquisition price | Advisory fees and other expenses: ¥12 million (approximate amount) |
| Type of Consideration | Combination of treasury shares equivalent to ¥299 million disposed of under this transaction and cash for the difference |
| Number of shares acquired | 16,668 shares (number of voting rights: 16,668) |
| Voting rights ownership percentage | Before 0％ → after 90.0％ |
| Funding arrangements | The acquisition consideration will be funded with treasury shares equivalent to ¥299 million and cash for the difference. Method of raising the cash: not disclosed |
| Impact on Business Performance | The impact of this share acquisition on the performance of the Ceres Group is currently under review. The company expects the transaction to contribute to higher corporate value over the medium to long term. The disposal of treasury shares will have no impact on consolidated performance. |
| Date of board resolution | 1 April 2026 |
| Contract Date | 1 April 2026 |
| Execution Date / Effective Date | 1 April 2026 (closing date for the share transfer under this share acquisition); 17 April 2026 (disposal and payment date for the disposal of treasury shares) |
| Valuation methodology | The disposal price for the treasury shares was determined based on the ¥1,419 closing price of Ceres's common shares on the Tokyo Stock Exchange on 31 March 2026, the business day immediately preceding the date of the board resolution. The method used to calculate the share acquisition price itself: not disclosed |
| Special Committee | Not disclosed (the filing states that the Audit and Supervisory Committee expressed an opinion on the legality of the disposal price and related matters) |
| Conditions Precedent to Execution | The registration of a securities registration statement under the Financial Instruments and Exchange Act becoming effective |
| Management structure after acquisition | Hirano Tomoaki (平野巴章) will serve as SQUIZ's representative director, and Ataka Ryo (安宅亮) will serve as a director. The company expects their ownership of Ceres shares to strengthen their commitment to participating in the management of the Ceres Group. The company has not disclosed any change in corporate name or employee treatment. |
Items this document does not state (7)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent valuation institution
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 transaction is intended to combine SQUIZ's online medical consultation service, brand strength and customer base centered on younger people with Ceres's membership base and affiliate advertising network, thereby deepening its vertically integrated business model and expanding its D2C business centered on online medical consultations.
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