Worth reading
75Important
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
330000000
Yen (base consideration; subject to adjustment based on net assets)Wording
Conditional
How definitive the wording is.Decision and Details
Shareholders’ meeting of 株式会社USEN WORKING; MEDLEY,INC. will not require approval by a shareholders’ meeting pursuant to the main clause of Article 796, Paragraph 2 of the Companies ActAbsorption-type company split under which MEDLEY,INC. will succeed to the rights and obligations held in relation to the Ucare (ユーケア) business
Decision18 September 2026 (date of execution of the absorption-type company split agreement)
Period CoveredAfter the effective date; the reference balance sheet is as of 30 June 2026
Implementation1 December 2026 (scheduled effective date; subject to change by agreement)
Going forward株式会社USEN WORKING will obtain shareholders’ meeting approval by the day before the effective date. The absorption-type company split is scheduled to take effect on 1 December 2026
AmountConsideration for this absorption-type company split: ¥330,000,000 plus or minus the amount requiring adjustment in this transaction / Reference net assets: ¥293,597,428 / Assets to be succeeded to: accounts receivable ¥233 million, advances ¥61 million, etc. / Liabilities to be succeeded to: accounts payable ¥19 million, deposits received ¥50 million, etc.
Quantity / scale15 employees to be succeeded to / 1 trademark right (registration number 6892987) / Cancellation of 930,000 treasury shares (related matter)
Reason
The consideration for this absorption-type company split was determined after comprehensively considering the assets and liabilities to be succeeded to, the financial condition of the Ucare business, its business plan and future profitability, and conducting repeated consultations and negotiations with the company being split.
Impact on Business Performance
At present, no circumstances are anticipated that would interfere with the company’s ability to perform its obligations in terms of its earnings or cash flows after this absorption-type company split.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split under which MEDLEY,INC. will succeed to the rights and obligations held in relation to the Ucare (ユーケア) business |
| Decision-Making Body | Shareholders’ meeting of 株式会社USEN WORKING; MEDLEY,INC. will not require approval by a shareholders’ meeting pursuant to the main clause of Article 796, Paragraph 2 of the Companies Act |
| Decision Date | 18 September 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 December 2026 (scheduled effective date; subject to change by agreement) |
| Period Covered | After the effective date; the reference balance sheet is as of 30 June 2026 |
| Amount | Consideration for this absorption-type company split: ¥330,000,000 plus or minus the amount requiring adjustment in this transaction / Reference net assets: ¥293,597,428 / Assets to be succeeded to: accounts receivable ¥233 million, advances ¥61 million, etc. / Liabilities to be succeeded to: accounts payable ¥19 million, deposits received ¥50 million, etc. |
| Quantity / scale | 15 employees to be succeeded to / 1 trademark right (registration number 6892987) / Cancellation of 930,000 treasury shares (related matter) |
| Impact on Business Performance | At present, no circumstances are anticipated that would interfere with the company’s ability to perform its obligations in terms of its earnings or cash flows after this absorption-type company split. |
| Reason | The consideration for this absorption-type company split was determined after comprehensively considering the assets and liabilities to be succeeded to, the financial condition of the Ucare business, its business plan and future profitability, and conducting repeated consultations and negotiations with the company being split. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act; Articles 758, 759, 796, Paragraph 2 main clause, and 799, Paragraph 1 of the Companies Act; and Article 178 of the Companies Act |
| Related previous disclosures | “Business Succession Agreement” dated 18 September 2026 / “Notice Regarding Borrowing of Funds” dated 22 January 2026 / “Notice Regarding Acquisition of Shares in a Newly Established Company Succeeding to All Businesses of 株式会社リクルートメディカルキャリア (Making It a Subsidiary)” dated 27 March 2026 / “Notice Regarding Cancellation of Treasury Shares (Cancellation of Treasury Shares Pursuant to Article 178 of the Companies Act)” dated 13 August 2026 |
| Future plans | 株式会社USEN WORKING will obtain shareholders’ meeting approval by the day before the effective date. The absorption-type company split is scheduled to take effect on 1 December 2026 |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The consideration was determined after comprehensively considering the assets and liabilities to be succeeded to, the financial condition of the Ucare business, its business plan and future profitability, and conducting repeated consultations and negotiations with 株式会社USEN WORKING.
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