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Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社野田学園
Disclosing companyWASEDA ACADEMY CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Operation of a university entrance examination preparatory school specializing in medical, dental and pharmaceutical programs for junior high school students, high school students and high school graduates
Location Chiyoda-ku, TokyoShare capital ¥40 millionDate of incorporation 15 May 1969
Net Sales¥232 million (31 March 2026)
Operating profit¥45 million loss (31 March 2026)
Net income for the current fiscal year¥104 million (31 March 2026)
Net assets¥513 million (31 March 2026)
Consideration and expenses
Acquisition priceNo new shares will be issued and no cash or other consideration will be paid
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be paid)
Impact on Business Performance
The impact on the Company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified and short-form merger, no shareholders' meeting will be held to approve the merger agreement.
Management structure after acquisitionThere will be no changes to the Company's corporate name, head office location, representative, business activities, stated capital or fiscal year-end as a result of this merger.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社野田学園 |
| Name of the Subject Company | 株式会社野田学園 |
| Business Description of the Subject Company | Operation of a university entrance examination preparatory school specializing in medical, dental and pharmaceutical programs for junior high school students, high school students and high school graduates |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥40 million |
| Date of Establishment of the Subject Company | 15 May 1969 |
| Net Sales of the Subject Company | ¥232 million (31 March 2026) |
| Operating Profit of the Subject Company | ¥45 million loss (31 March 2026) |
| Net Income of the Subject Company | ¥104 million (31 March 2026) |
| Net Assets of the Subject Company | ¥513 million (31 March 2026) |
| Acquisition price | No new shares will be issued and no cash or other consideration will be paid |
| Type of Consideration | No consideration (no new shares will be issued and no cash or other consideration will be paid) |
| Voting rights ownership percentage | Before 100％ (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results will be immaterial. |
| Date of board resolution | 26 October 2026 |
| Contract Date | 26 October 2026 |
| Execution Date / Effective Date | 1 April 2027 (scheduled) |
| Conditions Precedent to Execution | As this is a simplified and short-form merger, no shareholders' meeting will be held to approve the merger agreement. |
| Management structure after acquisition | There will be no changes to the Company's corporate name, head office location, representative, business activities, stated capital or fiscal year-end as a result of this merger. |
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.To integrate and utilize the management resources and expertise of both companies, strengthen the university entrance examination guidance structure, including programs for medical, dental and pharmaceutical university entrance examinations, improve operating efficiency and further enhance educational services.
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