Komori
M&A and Subsidiary Changes4480MEDLEY,INC.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in a Newly Established Company Succeeding to All Businesses of Recruit Medical Career Co., Ltd., Making It a Subsidiary

Medley will acquire all shares of RM Career Co., Ltd., a newly established company succeeding to all businesses of Recruit Medical Career Co., Ltd., making it a wholly owned subsidiary. The acquisition price is ¥1,000 million, and the total estimated amount including advisory fees and other expenses is ¥1,033 million.

Worth reading
65In 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
1033
¥ million (approximate total of the acquisition price, advisory fees and other costs)
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyRecruit Medical Career Co., Ltd.
Disclosing companyMEDLEY,INC.
RM Career Co., Ltd. (newly established company)Voting rights ownership percentageNumber of shares acquired 2 shares (number of voting rights: 2)

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

Recruitment support services for physicians and pharmacists

Location Chiyoda-ku, TokyoShare capital ¥20 million (planned)Date of incorporation 1 April 2026 (予定)
Net Sales¥2,658 million (fiscal year ended March 2025, target business)
Consideration and expenses
Acquisition priceCommon shares of the newly established company: ¥1,000 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥33 million
Type of ConsiderationCash
Impact on Business Performance

The impact has already been reflected in the full-year earnings forecast for the fiscal year ending December 2026 announced on 13 February 2026, based on conservative estimates of approximately +¥500 million in revenue and approximately -¥300 million in EBITDA.

Procedures and assumptions
Conditions Precedent to ExecutionBefore this share acquisition, the newly established company is scheduled to succeed to all businesses of RMC Co. through an absorption-type company split.
Management structure after acquisitionThe name of the newly established company is RM Career Co., Ltd. Its representative has not been determined. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameRecruit Medical Career Co., Ltd.
Name of the Subject CompanyRM Career Co., Ltd. (newly established company)
Business Description of the Subject CompanyRecruitment support services for physicians and pharmacists
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥20 million (planned)
Date of Establishment of the Subject Company1 April 2026 (予定)
Net Sales of the Subject Company¥2,658 million (fiscal year ended March 2025, target business)
Acquisition priceCommon shares of the newly established company: ¥1,000 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥33 million
Type of ConsiderationCash
Number of shares acquired2 shares (number of voting rights: 2)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact has already been reflected in the full-year earnings forecast for the fiscal year ending December 2026 announced on 13 February 2026, based on conservative estimates of approximately +¥500 million in revenue and approximately -¥300 million in EBITDA.
Date of board resolution27 March 2026
Contract Date27 March 2026
Execution Date / Effective DateShare transfer execution date: 3 August 2026 (planned)
Conditions Precedent to ExecutionBefore this share acquisition, the newly established company is scheduled to succeed to all businesses of RMC Co. through an absorption-type company split.
Management structure after acquisitionThe name of the newly established company is RM Career Co., Ltd. Its representative has not been determined. Employee treatment: Not disclosed
Items this document does not state (13)
Operating 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 periodFunding 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.

By combining Medley’s customer acquisition capabilities with Recruit Medical Career’s expertise in recruitment support services, the companies aim to expand their share in the physician, pharmacist and hospital sectors, strengthen online support for recruitment outsourcing services and expand into multiple occupations. In the future, they also expect to develop BPO services for medical institutions using AI and DX.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in a Newly Established Company Succeeding to All Businesses of Recruit Medical Career Co., Ltd., Making It a Subsidiary | MEDLEY,INC. (4480) timely disclosure | Komori