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This absorption mergerCounterparty株式会社サンカクカンパニー, 株式会社 Mocosuku
Disclosing companyCE Holdings Co.,Ltd.
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
・ Internet-based information services related to occupational health, medical information and healthcare information ・ Telemarketing services, including customer consultation centers for health-related products ・ Web development, production and promotion services ・ Temporary staffing and recruitment services
Location Kita Ward, TokyoShare capital ¥140 millionDate of incorporation 18 April 2013
Net Sales¥191.425 million (fiscal year ended September 2025)
Operating profit¥6.805 million (fiscal year ended September 2025)
Net income for the current fiscal year¥6 million (fiscal year ended September 2025)
Net assets¥57.954 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be paid in connection with the merger.
Type of ConsiderationNo consideration (no shares or other monetary consideration will be delivered)
Impact on Business Performance
There will be no impact on the Company's consolidated results.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at a general meeting of shareholders to approve the merger (予定 31 July 2026)
Management structure after acquisitionCorporate name: 株式会社サンカクカンパニー. Head office: 2-9-1 Kaminakazato, Kita-ku, Tokyo. Representative Director and President: Kaneda Naoyuki (金田 直之). Capital: ¥50 million. Fiscal year-end: 30 September. Major shareholder and ownership percentage: The Company, 100%. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | 株式会社サンカクカンパニー, 株式会社 Mocosuku |
| Name of the Subject Company | 株式会社 Mocosuku |
| Business Description of the Subject Company | ・ Internet-based information services related to occupational health, medical information and healthcare information ・ Telemarketing services, including customer consultation centers for health-related products ・ Web development, production and promotion services ・ Temporary staffing and recruitment services |
| Location of the Subject Company | Kita Ward, Tokyo |
| Capital Stock of the Subject Company | ¥140 million |
| Date of Establishment of the Subject Company | 18 April 2013 |
| Net Sales of the Subject Company | ¥191.425 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | ¥6.805 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | ¥6 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | ¥57.954 million (fiscal year ended September 2025) |
| Acquisition price | No shares, cash or other consideration will be paid in connection with the merger. |
| Type of Consideration | No consideration (no shares or other monetary consideration will be delivered) |
| Voting rights ownership percentage | Before 100% → after 100% |
| Impact on Business Performance | There will be no impact on the Company's consolidated results. |
| Date of board resolution | 25 May 2026 |
| Contract Date | 25 May 2026 |
| Execution Date / Effective Date | 1 August 2026 (予定) |
| Conditions Precedent to Execution | Approval at a general meeting of shareholders to approve the merger (予定 31 July 2026) |
| Management structure after acquisition | Corporate name: 株式会社サンカクカンパニー. Head office: 2-9-1 Kaminakazato, Kita-ku, Tokyo. Representative Director and President: Kaneda Naoyuki (金田 直之). Capital: ¥50 million. Fiscal year-end: 30 September. Major shareholder and ownership percentage: The Company, 100%. Employee treatment: Not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.As both companies engage in the same businesses, including web-related activities, their integration will improve productivity and enhance value added in the digital marketing area. The integration of overlapping resources, including sales and staff functions, will also improve efficiency.
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