Worth reading
53Recurring
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
60
¥ millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
Acquisition of shares (making the company a subsidiary)Counterpartyバリューフード株式会社
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
All operations relating to gold and other precious metals trading, including the wholesale of precious metals and precious metal accessories, and the development and operation of an online direct-sales site for agents
Location 2nd Floor, Chitose Kaikan, 13-8 Udagawacho, Shibuya-ku, Tokyo (relocation planned to 22 Aizumicho, Shinjuku-ku, Tokyo)Share capital ¥100,000Date of incorporation 18 January 2021
Consideration and expenses
Acquisition price¥1
Expenses other than the acquisition price¥60 million in total, comprising the funds required to acquire the shares and the funds required to operate the business after the acquisition
Type of ConsiderationCash (purchase price: ¥1)
Funding arrangementsThe Company plans to make a ¥10 million capital contribution to the subsidiary using its own funds. The ¥50 million in working capital required initially for inventory purchases and other purposes will be provided through a loan from the Company.
Impact on Business Performance
As the target company is dormant and has not commenced operations, the impact on consolidated results for the current fiscal year is expected to be immaterial. The Company will promptly disclose any impact arising when the business becomes fully operational if matters requiring disclosure occur.
Procedures and assumptions
Management structure after acquisitionThe corporate name has changed from ジャパンヘリテイジ株式会社 to 日本純金行株式会社. The head office is scheduled to change from Shibuya-ku, Tokyo to Shinjuku-ku, Tokyo. The representative director is scheduled to change from Chiyozono Ikumasa (千代薗生昌) to Otani Toshihiko (大谷稔彦). Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares (making the company a subsidiary) |
| Counterparty name | バリューフード株式会社 |
| Name of the Subject Company | 日本純金行株式会社 (formerly ジャパンヘリテイジ株式会社) |
| Business Description of the Subject Company | All operations relating to gold and other precious metals trading, including the wholesale of precious metals and precious metal accessories, and the development and operation of an online direct-sales site for agents |
| Location of the Subject Company | 2nd Floor, Chitose Kaikan, 13-8 Udagawacho, Shibuya-ku, Tokyo (relocation planned to 22 Aizumicho, Shinjuku-ku, Tokyo) |
| Capital Stock of the Subject Company | ¥100,000 |
| Date of Establishment of the Subject Company | 18 January 2021 |
| Acquisition price | ¥1 |
| Expenses other than the acquisition price | ¥60 million in total, comprising the funds required to acquire the shares and the funds required to operate the business after the acquisition |
| Type of Consideration | Cash (purchase price: ¥1) |
| Number of shares acquired | 910 shares; number of voting rights: Not disclosed (voting rights ownership ratio: 100%) |
| Voting rights ownership percentage | Before 0.0％ → after 100％ |
| Funding arrangements | The Company plans to make a ¥10 million capital contribution to the subsidiary using its own funds. The ¥50 million in working capital required initially for inventory purchases and other purposes will be provided through a loan from the Company. |
| Impact on Business Performance | As the target company is dormant and has not commenced operations, the impact on consolidated results for the current fiscal year is expected to be immaterial. The Company will promptly disclose any impact arising when the business becomes fully operational if matters requiring disclosure occur. |
| Date of board resolution | 16 April 2026 |
| Contract Date | April 2026 (scheduled) |
| Execution Date / Effective Date | Share transfer closing date: April 2026 (予定); business commencement date: 1 May 2026 (予定) |
| Management structure after acquisition | The corporate name has changed from ジャパンヘリテイジ株式会社 to 日本純金行株式会社. The head office is scheduled to change from Shibuya-ku, Tokyo to Shinjuku-ku, Tokyo. The representative director is scheduled to change from Chiyozono Ikumasa (千代薗生昌) to Otani Toshihiko (大谷稔彦). Employee treatment: Not disclosed |
Items this document does not state (14)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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.The Company expects active trading in the gold market, rising gold prices and increasing global demand for gold assets. It aims to enhance group-wide corporate value by reorganizing the dormant company as the operating entity for the business and developing the precious metals trading business as a new core source of revenue.
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