Worth reading
76Important
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
591
¥ million (approximate amount: ¥500 million for the shares acquired plus ¥91 million in advisory fees and other expenses)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share acquisition and this share exchangeCounterpartyMiyamoto Kenji (宮本 健治)
Disclosing companyTHE WHY HOW DO COMPANY,Inc.
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
Sales of LED lighting, rental of LED lighting and related products, maintenance of LED lighting, and applications for outdoor advertising and sign installation work, among other services
Location Toshima-ku, TokyoShare capital ¥78 millionDate of incorporation February 2009
Net Sales¥1,924 million (fiscal year ended January 2026)
Operating profit¥260 million (fiscal year ended January 2026)
Net income for the current fiscal year-¥23 million (fiscal year ended January 2026)
Net assets¥77 million (fiscal year ended January 2026)
Consideration and expenses
Acquisition priceAcquisition price for the shares: ¥500 million; total (approximate amount): ¥591 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥91 million
Type of ConsiderationCombination of cash consideration for this share acquisition and the Company’s common shares in this share exchange
Merger ratio/share exchange ratioCompany: コーウェル = 1: to be determined. The allocation ratio has not been determined and is expected to be calculated based on 103,305.785 divided by the average closing share price of the Company’s common stock over the most recent one-month period, for each share of コーウェル’s common stock. The Company will be the parent company in the share exchange, and コーウェル will be the wholly owned subsidiary in the share exchange.
Goodwill amountGoodwill is expected to arise. The amount and amortization period have not been determined at this time and will be disclosed once finalized.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on current-period results is currently under review. If any matters requiring disclosure arise, they will be disclosed promptly.
Procedures and assumptions
Valuation methodologyMarket price method, DCF method, and negotiations and discussions between the parties
Independent valuation institutionレゾンパートナーズ FAS 合同会社
Conditions Precedent to ExecutionThe Company plans to use procedures that do not require approval at shareholders’ meetings of the Company or コーウェル, pursuant to a simplified share exchange under Article 796, Paragraph 2 of the Companies Act and a short-form share exchange under Article 784, Paragraph 1 of the Companies Act.
Management structure after acquisitionThere will be no changes to the corporate name, head office location, representative, or fiscal year-end of the Company, which will be the parent company in the share exchange. The amount of capital, net assets, and total assets have not been determined at this time. The treatment of コーウェル’s representative and employees after the acquisition is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition and this share exchange |
| Counterparty name | Miyamoto Kenji (宮本 健治) |
| Name of the Subject Company | 株式会社コーウェル |
| Business Description of the Subject Company | Sales of LED lighting, rental of LED lighting and related products, maintenance of LED lighting, and applications for outdoor advertising and sign installation work, among other services |
| Location of the Subject Company | Toshima-ku, Tokyo |
| Capital Stock of the Subject Company | ¥78 million |
| Date of Establishment of the Subject Company | February 2009 |
| Net Sales of the Subject Company | ¥1,924 million (fiscal year ended January 2026) |
| Operating Profit of the Subject Company | ¥260 million (fiscal year ended January 2026) |
| Net Income of the Subject Company | -¥23 million (fiscal year ended January 2026) |
| Net Assets of the Subject Company | ¥77 million (fiscal year ended January 2026) |
| Acquisition price | Acquisition price for the shares: ¥500 million; total (approximate amount): ¥591 million |
| Expenses other than the acquisition price | Advisory fees and other expenses (approximate amount): ¥91 million |
| Type of Consideration | Combination of cash consideration for this share acquisition and the Company’s common shares in this share exchange |
| Merger ratio/share exchange ratio | Company: コーウェル = 1: to be determined. The allocation ratio has not been determined and is expected to be calculated based on 103,305.785 divided by the average closing share price of the Company’s common stock over the most recent one-month period, for each share of コーウェル’s common stock. The Company will be the parent company in the share exchange, and コーウェル will be the wholly owned subsidiary in the share exchange. |
| Number of shares acquired | 4,836 shares (90.9% voting rights ownership); number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0％ → after 90.9％ |
| Goodwill amount | Goodwill is expected to arise. The amount and amortization period have not been determined at this time and will be disclosed once finalized. |
| Impact on Business Performance | The impact on current-period results is currently under review. If any matters requiring disclosure arise, they will be disclosed promptly. |
| Date of board resolution | 16 April 2026 |
| Contract Date | 16 April 2026 |
| Execution Date / Effective Date | Share transfer closing date: 28 April 2026 (予定). Share exchange closing date: 15 May 2026 (予定). |
| Valuation methodology | Market price method, DCF method, and negotiations and discussions between the parties |
| Independent valuation institution | レゾンパートナーズ FAS 合同会社 |
| Conditions Precedent to Execution | The Company plans to use procedures that do not require approval at shareholders’ meetings of the Company or コーウェル, pursuant to a simplified share exchange under Article 796, Paragraph 2 of the Companies Act and a short-form share exchange under Article 784, Paragraph 1 of the Companies Act. |
| Management structure after acquisition | There will be no changes to the corporate name, head office location, representative, or fiscal year-end of the Company, which will be the parent company in the share exchange. The amount of capital, net assets, and total assets have not been determined at this time. The treatment of コーウェル’s representative and employees after the acquisition is Not disclosed. |
Items this document does not state (6)
Tender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Special 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 aims to pursue cross-selling by mutually leveraging コーウェル’s customer base and the Group’s network, systematize demand for rental and maintenance services, increase the proportion of service revenue, and maximize the LTV of existing customers. It also states that it will consider expanding into facility management and energy-related fields in the future.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.