Worth reading
45Recurring
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How definitive the wording is.This transaction
Acquisition of shares (making the company a subsidiary)CounterpartyGoto Yasuhide (後藤 泰秀)
Disclosing companyJOHNAN ACADEMIC PREPARATORY INSTITUTE,INC.
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
Licensed small-scale childcare business
Location Niiza City, Saitama Prefecture, JapanShare capital ¥3 millionDate of incorporation 23 May 2000
Net Sales¥238.241 million (fiscal year ended March 2025)
Operating profit¥23.397 million (fiscal year ended March 2025)
Net income for the current fiscal year¥17.184 million (fiscal year ended March 2025)
Net assets¥46.661 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot disclosed at the request of the counterparty
Impact on Business Performance
Expected to be immaterial
Procedures and assumptions
Valuation methodologyValuation by an independent third-party institution
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares (making the company a subsidiary) |
| Counterparty name | Goto Yasuhide (後藤 泰秀) |
| Name of the Subject Company | 有限会社吉祥 |
| Business Description of the Subject Company | Licensed small-scale childcare business |
| Location of the Subject Company | Niiza City, Saitama Prefecture, Japan |
| Capital Stock of the Subject Company | ¥3 million |
| Date of Establishment of the Subject Company | 23 May 2000 |
| Net Sales of the Subject Company | ¥238.241 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥23.397 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥17.184 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥46.661 million (fiscal year ended March 2025) |
| Acquisition price | Not disclosed at the request of the counterparty |
| Number of shares acquired | 60 shares (number of voting rights: 60) |
| Voting rights ownership percentage | Before 0.0％ → after 100.0％ |
| Impact on Business Performance | Expected to be immaterial |
| Date of board resolution | 20 May 2026 |
| Contract Date | 26 May 2026 |
| Execution Date / Effective Date | 26 May 2026 |
| Valuation methodology | Valuation by an independent third-party institution |
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition
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 determined that incorporating the 4 small-scale childcare centers operated by 吉祥 would accelerate the expansion of its childcare business through synergies with the Group's existing businesses and enable it to provide higher-quality childcare services. The Company also cited its positioning of the childcare business as its "second pillar" after its cram-school business and its ongoing efforts to expand through M&A.
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