Worth reading
52Recurring
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
SharesWording
Conditional
How definitive the wording is.This transaction
Share AcquisitionCounterpartyYamada Kazuhiko (山田 和彦)
Disclosing companySCAT 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.
Target company
Operation of fee-based nursing homes and nursing care services business
Location Kasama, Ibaraki PrefectureShare capital ¥3 millionDate of incorporation 1 October 2004
Net Sales¥238.483 million (fiscal year ended August 2025)
Operating profitOperating loss of ¥4.412 million (fiscal year ended August 2025)
Net income for the current fiscal yearNet income of ¥5.562 million (fiscal year ended August 2025)
Net assetsNet assets of ¥203.593 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition priceShare transfer price: Not disclosed due to a confidentiality obligation with the counterparty
Expenses other than the acquisition priceFinancial advisory fee: ¥25 million; financial due diligence, real estate appraisal and other expenses: ¥3.8 million
Type of ConsiderationCash (share transfer price)
Impact on Business Performance
The impact of this share acquisition on consolidated results for the current fiscal year is currently expected to be immaterial.
Procedures and assumptions
Valuation methodologyNegotiations with the counterparty were conducted through a financial advisor based on the target company's past performance, current financial condition, future management plans, financial due diligence and legal due diligence conducted by external institutions, and a real estate appraisal, among other factors.
Management structure after acquisitionThe Company will seek to expand the number of facilities and its user base, improve operating efficiency and increase stable earnings while leveraging its existing operating structure and management expertise.
| Item | Details |
|---|---|
| Transaction name | Share Acquisition |
| Counterparty name | Yamada Kazuhiko (山田 和彦) |
| Name of the Subject Company | 有限会社ＩＤＡシステム |
| Business Description of the Subject Company | Operation of fee-based nursing homes and nursing care services business |
| Location of the Subject Company | Kasama, Ibaraki Prefecture |
| Capital Stock of the Subject Company | ¥3 million |
| Date of Establishment of the Subject Company | 1 October 2004 |
| Net Sales of the Subject Company | ¥238.483 million (fiscal year ended August 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥4.412 million (fiscal year ended August 2025) |
| Net Income of the Subject Company | Net income of ¥5.562 million (fiscal year ended August 2025) |
| Net Assets of the Subject Company | Net assets of ¥203.593 million (fiscal year ended August 2025) |
| Acquisition price | Share transfer price: Not disclosed due to a confidentiality obligation with the counterparty |
| Expenses other than the acquisition price | Financial advisory fee: ¥25 million; financial due diligence, real estate appraisal and other expenses: ¥3.8 million |
| Type of Consideration | Cash (share transfer price) |
| Number of shares acquired | 60 shares; number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Impact on Business Performance | The impact of this share acquisition on consolidated results for the current fiscal year is currently expected to be immaterial. |
| Date of board resolution | 4 September 2026 |
| Contract Date | 4 September 2026 |
| Execution Date / Effective Date | 14 September 2026 (scheduled) |
| Valuation methodology | Negotiations with the counterparty were conducted through a financial advisor based on the target company's past performance, current financial condition, future management plans, financial due diligence and legal due diligence conducted by external institutions, and a real estate appraisal, among other factors. |
| Management structure after acquisition | The Company will seek to expand the number of facilities and its user base, improve operating efficiency and increase stable earnings while leveraging its existing operating structure and management expertise. |
Items this document does not state (10)
Merger 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.The Company expects 有限会社ＩＤＡシステム, which operates fee-based nursing homes with nursing care services, to complement the Company's existing facilities geographically and operationally. The Company intends to strengthen its nursing care services business by leveraging its existing operating structure and management expertise to expand the number of facilities and its user base, improve operating efficiency and increase stable earnings.
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