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

Notice Regarding the Transfer to the Company of the Ucare Business of 株式会社USEN WORKING through a Simplified Absorption-Type Company Split

Medley will assume the Ucare business, a spot-work service for care workers and nurses operated by 株式会社USEN WORKING, through a company split. The consideration is expected to be ¥330 million before price adjustments.

Worth reading
46Recurring
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
330
million yen
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
Counterparty (target company)株式会社USEN WORKING
Disclosing companyMEDLEY,INC.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Registered support organization services Employment placement services Temporary staffing services Spot-work services specializing in the caregiving sector (Ucare) Domestic HR solutions business

Location Shinagawa Ward, TokyoShare capital ¥45 millionDate of incorporation November 2002
Net Sales¥872 million (fiscal year ended August 2025)
Operating profitOperating loss of ¥65 million (fiscal year ended August 2025)
Net income for the current fiscal yearNet income of ¥700 million (fiscal year ended August 2025)
Net assetsNet assets of ¥241 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition price¥330 million (expected; the final consideration may change due to price adjustments)
Type of ConsiderationCash
Impact on Business Performance

The impact on consolidated results for the fiscal year ending December 2026 is expected to be immaterial.

Procedures and assumptions
Valuation methodologyCost approach and other methods
Management structure after acquisitionThere will be no changes to the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end following this absorption-type company split. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty name株式会社USEN WORKING
Name of the Subject Company株式会社USEN WORKING
Business Description of the Subject CompanyRegistered support organization services Employment placement services Temporary staffing services Spot-work services specializing in the caregiving sector (Ucare) Domestic HR solutions business
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥45 million
Date of Establishment of the Subject CompanyNovember 2002
Net Sales of the Subject Company¥872 million (fiscal year ended August 2025)
Operating Profit of the Subject CompanyOperating loss of ¥65 million (fiscal year ended August 2025)
Net Income of the Subject CompanyNet income of ¥700 million (fiscal year ended August 2025)
Net Assets of the Subject CompanyNet assets of ¥241 million (fiscal year ended August 2025)
Acquisition price¥330 million (expected; the final consideration may change due to price adjustments)
Type of ConsiderationCash
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending December 2026 is expected to be immaterial.
Date of board resolution17 September 2026
Contract Date18 September 2026 (scheduled)
Execution Date / Effective Date1 December 2026 (scheduled)
Valuation methodologyCost approach and other methods
Management structure after acquisitionThere will be no changes to the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end following this absorption-type company split. Employee treatment: Not disclosed
Items this document does not state (13)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding 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.

By incorporating Ucare's customer-facility base, worker base and operating structure, and introducing the service to Medley's customer facilities and registered professionals, the Company aims to significantly increase matching opportunities and, in the future, address a broad range of employment needs, from spot work to long-term employment. The Company expects these initiatives to generate synergies.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Transfer to the Company of the Ucare Business of 株式会社USEN WORKING through a Simplified Absorption-Type Company Split | MEDLEY,INC. (4480) timely disclosure | Komori