Worth reading
46Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
0.45
As a percentage of consolidated net sales (%) (CareWiz タクスト: 0.37% + CareWiz BCP: 0.08%)Wording
Conditional
How definitive the wording is.This transaction
This organizational reorganization (this merger and this absorption-type company split)Counterparty株式会社 ExaMD, 株式会社エクサホームケア, ExaWizards Inc.
Disclosing companyExaWizards 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
Planning, development, sales and alliances for products and services using multimodal AI technology, including program medical devices, to address social issues related to health and medical care, including dementia, Development and sales of care services and welfare equipment-related services using AI
Location 4-2-8 Shibaura, Minato-ku, Tokyo, 4-2-8 Shibaura, Minato-ku, TokyoShare capital 株式会社 ExaMD: ¥150 million, 株式会社エクサホームケア: ¥91 millionDate of incorporation 株式会社 ExaMD: February 2024, 株式会社エクサホームケア: May 2021
Net Sales株式会社 ExaMD: ¥92 million (fiscal year ended March 2026), 株式会社エクサホームケア: ¥236 million (fiscal year ended March 2026)
Operating profit株式会社 ExaMD: operating loss of ¥135 million (fiscal year ended March 2026), 株式会社エクサホームケア: operating income of ¥63 million (fiscal year ended March 2026)
Net income for the current fiscal year株式会社 ExaMD: net loss of ¥123 million (fiscal year ended March 2026), 株式会社エクサホームケア: net income of ¥65 million (fiscal year ended March 2026)
Net assets株式会社 ExaMD: ¥234 million (as of March 2026), 株式会社エクサホームケア: ¥225 million (as of March 2026)
Consideration and expenses
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be paid in connection with the merger; the absorption-type company split will also be conducted without consideration)
Goodwill amountnot_mentioned
Amount of extraordinary income (loss)not_mentioned
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on consolidated full-year results for the fiscal year ending March 2027 will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs the merger is a simplified absorption-type merger under Article 796, Paragraph 2 of the Companies Act, no shareholders' meeting will be held to approve the agreement. As the absorption-type company split is a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, no shareholders' meeting will be held to approve the agreement.
Management structure after acquisitionFollowing the merger, there will be no change to the name, location, title and name of the representative, business activities, capital or fiscal year-end of the surviving company. Following the absorption-type company split, there will also be no change to the corporate names, business activities, head office locations, representatives, capital or fiscal year-ends of the Company and 株式会社 ExaMD.
| Item | Details |
|---|---|
| Transaction name | This organizational reorganization (this merger and this absorption-type company split) |
| Counterparty name | 株式会社 ExaMD, 株式会社エクサホームケア, ExaWizards Inc. |
| Name of the Subject Company | 株式会社 ExaMD, 株式会社エクサホームケア |
| Business Description of the Subject Company | Planning, development, sales and alliances for products and services using multimodal AI technology, including program medical devices, to address social issues related to health and medical care, including dementia, Development and sales of care services and welfare equipment-related services using AI |
| Location of the Subject Company | 4-2-8 Shibaura, Minato-ku, Tokyo, 4-2-8 Shibaura, Minato-ku, Tokyo |
| Capital Stock of the Subject Company | 株式会社 ExaMD: ¥150 million, 株式会社エクサホームケア: ¥91 million |
| Date of Establishment of the Subject Company | 株式会社 ExaMD: February 2024, 株式会社エクサホームケア: May 2021 |
| Net Sales of the Subject Company | 株式会社 ExaMD: ¥92 million (fiscal year ended March 2026), 株式会社エクサホームケア: ¥236 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | 株式会社 ExaMD: operating loss of ¥135 million (fiscal year ended March 2026), 株式会社エクサホームケア: operating income of ¥63 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | 株式会社 ExaMD: net loss of ¥123 million (fiscal year ended March 2026), 株式会社エクサホームケア: net income of ¥65 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | 株式会社 ExaMD: ¥234 million (as of March 2026), 株式会社エクサホームケア: ¥225 million (as of March 2026) |
| Type of Consideration | No consideration (no new shares will be issued and no cash or other consideration will be paid in connection with the merger; the absorption-type company split will also be conducted without consideration) |
| Voting rights ownership percentage | Before 株式会社 ExaMD: ExaWizards Inc. 100%. 株式会社エクサホームケア: ExaWizards Inc. 100%. → after 株式会社 ExaMD: ExaWizards Inc. 100%. 株式会社エクサホームケア will cease to exist upon the merger. |
| Goodwill amount | not_mentioned |
| Amount of extraordinary income (loss) | not_mentioned |
| Impact on Business Performance | The impact on consolidated full-year results for the fiscal year ending March 2027 will be immaterial. |
| Date of board resolution | 12 May 2026 |
| Contract Date | 12 May 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Conditions Precedent to Execution | As the merger is a simplified absorption-type merger under Article 796, Paragraph 2 of the Companies Act, no shareholders' meeting will be held to approve the agreement. As the absorption-type company split is a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, no shareholders' meeting will be held to approve the agreement. |
| Management structure after acquisition | Following the merger, there will be no change to the name, location, title and name of the representative, business activities, capital or fiscal year-end of the surviving company. Following the absorption-type company split, there will also be no change to the corporate names, business activities, head office locations, representatives, capital or fiscal year-ends of the Company and 株式会社 ExaMD. |
Items this document does not state (11)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsValuation methodologyIndependent valuation institutionSpecial 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.To accelerate business growth and optimize the allocation of management resources, accelerate the transition to AX in the healthcare and care services sectors, eliminate duplicated functions such as development, sales and support that had been distributed across the organization, and improve profitability and agility.
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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