Worth reading
55In 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
200000000
JPY (expected to increase consolidated net assets by approximately ¥200 million)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This capital increase (capital increase through a shareholder allocation)Disclosing companyGALA INCORPORATED
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
Operation and development of treehouse resorts
Location Nago City, Okinawa PrefectureShare capital ¥344,250,517Date of incorporation 4 March 2020
Net Sales¥87.861 million (fiscal year ended December 2025)
Operating profitOperating loss of ¥111.724 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of ¥110.157 million (fiscal year ended December 2025)
Net assets¥371.095 million (fiscal year ended December 2025)
Consideration and expenses
Type of Considerationnot disclosed (the Company will not subscribe for the new shares and will pay no consideration)
Funding arrangementsThe Company will not subscribe for the new shares in this capital increase and will make no additional capital contribution. The method of financing on Treefull's side is not disclosed.
Impact on Business Performance
There will be no impact on consolidated results for the first quarter of the fiscal year ending December 2026. The impact on consolidated results from the second quarter onward if the exclusion from consolidation is completed is currently under review. Consolidated net assets are expected to increase by approximately ¥200 million, representing a positive impact.
Procedures and assumptions
Valuation methodologyThe calculated amount based on the results of an appraisal by an independent valuation institution and the latest audited net assets, among other factors
Conditions Precedent to ExecutionThe actual application and payment status of the other shareholders. The final ownership ratio and whether Treefull and its subsidiaries will be excluded from the scope of consolidation and scope of application of the equity method will be determined based on the actual payment results.
Management structure after acquisitionThe Company intends to hold its shares in Treefull for pure investment purposes. Kikukawa Akira (菊川曉) will concurrently serve as a director of the Company and representative director of Treefull, and the Company will not second any other officers or employees.
| Item | Details |
|---|---|
| Transaction name | This capital increase (capital increase through a shareholder allocation) |
| Name of the Subject Company | 株式会社ツリーフル |
| Business Description of the Subject Company | Operation and development of treehouse resorts |
| Location of the Subject Company | Nago City, Okinawa Prefecture |
| Capital Stock of the Subject Company | ¥344,250,517 |
| Date of Establishment of the Subject Company | 4 March 2020 |
| Net Sales of the Subject Company | ¥87.861 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥111.724 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | Net loss of ¥110.157 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥371.095 million (fiscal year ended December 2025) |
| Type of Consideration | not disclosed (the Company will not subscribe for the new shares and will pay no consideration) |
| Number of shares acquired | 0 shares (number of voting rights: not disclosed) |
| Voting rights ownership percentage | Before 24.41％ → after 15.68% (forecast) |
| Funding arrangements | The Company will not subscribe for the new shares in this capital increase and will make no additional capital contribution. The method of financing on Treefull's side is not disclosed. |
| Impact on Business Performance | There will be no impact on consolidated results for the first quarter of the fiscal year ending December 2026. The impact on consolidated results from the second quarter onward if the exclusion from consolidation is completed is currently under review. Consolidated net assets are expected to increase by approximately ¥200 million, representing a positive impact. |
| Date of board resolution | 30 April 2026 |
| Execution Date / Effective Date | Payment date: late May 2026 (scheduled). Timing of exclusion from consolidation: second quarter of the fiscal year ending December 2026 (scheduled) |
| Valuation methodology | The calculated amount based on the results of an appraisal by an independent valuation institution and the latest audited net assets, among other factors |
| Conditions Precedent to Execution | The actual application and payment status of the other shareholders. The final ownership ratio and whether Treefull and its subsidiaries will be excluded from the scope of consolidation and scope of application of the equity method will be determined based on the actual payment results. |
| Management structure after acquisition | The Company intends to hold its shares in Treefull for pure investment purposes. Kikukawa Akira (菊川曉) will concurrently serve as a director of the Company and representative director of Treefull, and the Company will not second any other officers or employees. |
Items this document does not state (12)
Counterparty nameAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Contract DateIndependent 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.Treefull requires substantial construction and operating funds to expand its treehouse resorts from 4 to 10 properties. Meanwhile, the Company decided not to make an additional capital contribution because it is seeking to concentrate management resources on its core businesses and intends to hold its shares in Treefull for pure investment purposes.
How to read this page
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