Worth reading
74In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
1650
¥ per shareWording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartySK-03株式会社
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.
Target company
The company is principally engaged in the development and sale of healthcare information systems, centered on electronic medical record systems (Note 1), as well as related businesses and marketing solutions.
Date of incorporation March 1996
Net Sales¥15,831 million (fiscal year ended September 2025)
Operating profit¥1,411 million (fiscal year ended September 2025)
Net income for the current fiscal year¥1,557 million (fiscal year ended September 2025; net income attributable to owners of the parent)
Net assets¥8,687 million (as of 30 June 2026)
Consideration and expenses
Acquisition priceTender offer price: ¥1,650 per common share (total acquisition price: Not disclosed)
Type of ConsiderationCash
Tender offer price¥1,650 per common share. The self-tender offer price is ¥1,501, and the parallel tender offer price is ¥1,600.
Minimum number of shares to be purchased4,968,300 shares. No maximum number of shares to be purchased has been set.
Tender offer periodFrom 6 August 2026 to 17 September 2026 (30 business days)
Funding arrangementsFunding will be obtained through capital contributions of up to ¥12,612 million from the tender offeror's intermediate holding company and borrowings of up to ¥13,000 million from Sumitomo Mitsui Banking Corporation and MUFG Bank. The upper-tier holding company is also expected to make capital contributions and borrow funds.
Procedures and assumptions
Valuation methodologyMarket price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis)
Independent valuation institution株式会社AGS FAS
Special CommitteeEstablished, comprising 4 members: Idehara Joji (出原丈二), Yoshida Shushi (吉田周史), Hoshika Mika (星加美佳) and Suda Masaaki (須田雅秋). The committee comprises outside directors, Audit & Supervisory Committee members, independent officers, a certified public accountant, an attorney and others.
Conditions Precedent to ExecutionCompletion of the Tender Offer, approval of the proposal concerning the share consolidation at the extraordinary general meeting of shareholders, completion of the procedures for the self-tender offer, and approval of proposals concerning the third-party allotment of shares, capital reduction and other matters.
Management structure after acquisitionThe company expects to appoint several individuals nominated by the NIC Fund as its officers, although this has not been determined at present. It plans to respect management autonomy and independence, establish a management committee and recruit external professionals. The policy is to maintain employee employment and treatment at levels generally equivalent to or better than the current levels.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | SK-03株式会社 |
| Name of the Subject Company | CE Holdings Co.,Ltd. |
| Business Description of the Subject Company | The company is principally engaged in the development and sale of healthcare information systems, centered on electronic medical record systems (Note 1), as well as related businesses and marketing solutions. |
| Date of Establishment of the Subject Company | March 1996 |
| Net Sales of the Subject Company | ¥15,831 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | ¥1,411 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | ¥1,557 million (fiscal year ended September 2025; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥8,687 million (as of 30 June 2026) |
| Acquisition price | Tender offer price: ¥1,650 per common share (total acquisition price: Not disclosed) |
| Type of Consideration | Cash |
| Tender offer price | ¥1,650 per common share. The self-tender offer price is ¥1,501, and the parallel tender offer price is ¥1,600. |
| Minimum number of shares to be purchased | 4,968,300 shares. No maximum number of shares to be purchased has been set. |
| Tender offer period | From 6 August 2026 to 17 September 2026 (30 business days) |
| Number of shares acquired | Minimum number of shares to be purchased: 4,968,300 shares (49,683 voting rights). The actual number of shares acquired upon completion has not been determined. |
| Voting rights ownership percentage | Before 0% → after 57.31% after completion of the Tender Offer, based on the minimum number of shares to be purchased; 100% is expected after completion of the transaction |
| Funding arrangements | Funding will be obtained through capital contributions of up to ¥12,612 million from the tender offeror's intermediate holding company and borrowings of up to ¥13,000 million from Sumitomo Mitsui Banking Corporation and MUFG Bank. The upper-tier holding company is also expected to make capital contributions and borrow funds. |
| Date of board resolution | 5 August 2026 |
| Contract Date | 5 August 2026 (the Transaction Framework Agreement, the Share Transfer Agreement and the Privatization Cooperation Agreement) |
| Execution Date / Effective Date | The Tender Offer is scheduled to commence on 6 August 2026 and end on 17 September 2026. The parallel tender offer is scheduled for late September 2026, the self-tender offer for mid-November to mid-December 2026, the share consolidation and third-party allotment of shares for around mid-January 2027, and the acquisition of treasury shares from mid-January 2027 onward. |
| Valuation methodology | Market price analysis, comparable company analysis and discounted cash flow analysis (DCF analysis) |
| Independent valuation institution | 株式会社AGS FAS |
| Special Committee | Established, comprising 4 members: Idehara Joji (出原丈二), Yoshida Shushi (吉田周史), Hoshika Mika (星加美佳) and Suda Masaaki (須田雅秋). The committee comprises outside directors, Audit & Supervisory Committee members, independent officers, a certified public accountant, an attorney and others. |
| Conditions Precedent to Execution | Completion of the Tender Offer, approval of the proposal concerning the share consolidation at the extraordinary general meeting of shareholders, completion of the procedures for the self-tender offer, and approval of proposals concerning the third-party allotment of shares, capital reduction and other matters. |
| Management structure after acquisition | The company expects to appoint several individuals nominated by the NIC Fund as its officers, although this has not been determined at present. It plans to respect management autonomy and independence, establish a management committee and recruit external professionals. The policy is to maintain employee employment and treatment at levels generally equivalent to or better than the current levels. |
Items this document does not state (7)
Location of the Subject CompanyCapital Stock of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)Impact on Business Performance
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 states that responding to structural changes in the healthcare IT market, the maturing electronic medical records market and innovation in AI and ICT technologies will require substantial upfront investment, M&A and investment in human resources, but that it would be difficult to pursue bold business expansion independently. It therefore aims to achieve medium- to long-term growth as a private company with the support of a private equity fund.
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