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How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)ハイブリッドメディカル株式会社
Disclosing companyCellSource Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Operational support for medical institutions
Location Shibuya, TokyoShare capital ¥100 millionDate of incorporation 1 November 2024
Net Sales¥108.5 million (fiscal year ended October 2025, non-consolidated)
Operating profit¥45.869 million (fiscal year ended October 2025, non-consolidated)
Net income for the current fiscal year¥29.412 million (fiscal year ended October 2025, non-consolidated)
Net assets¥229.412 million (fiscal year ended October 2025, non-consolidated)
Consideration and expenses
Acquisition priceNo 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)
Merger ratio/share exchange ratioNot applicable (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 results for the fiscal year ending October 2026 will be immaterial
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the Companies Act, no shareholders' meeting will be held to approve the absorption-type merger agreement
Management structure after acquisitionThere will be no changes to the company's name, location, title or name of its representative, business activities, capital or fiscal year-end. ハイブリッドメディカル株式会社 will be dissolved.
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | ハイブリッドメディカル株式会社 |
| Name of the Subject Company | ハイブリッドメディカル株式会社 |
| Business Description of the Subject Company | Operational support for medical institutions |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 1 November 2024 |
| Net Sales of the Subject Company | ¥108.5 million (fiscal year ended October 2025, non-consolidated) |
| Operating Profit of the Subject Company | ¥45.869 million (fiscal year ended October 2025, non-consolidated) |
| Net Income of the Subject Company | ¥29.412 million (fiscal year ended October 2025, non-consolidated) |
| Net Assets of the Subject Company | ¥229.412 million (fiscal year ended October 2025, non-consolidated) |
| Acquisition price | 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) |
| Merger ratio/share exchange ratio | Not applicable (no new shares will be issued and no cash or other consideration will be paid) |
| Voting rights ownership percentage | Before 100% (before the transaction) → after Not applicable (the dissolved company will be dissolved upon the merger taking effect) |
| Impact on Business Performance | The impact on the company's results for the fiscal year ending October 2026 will be immaterial |
| Date of board resolution | 23 April 2026 |
| Contract Date | 23 April 2026 |
| Execution Date / Effective Date | 1 July 2026 (予定) |
| Conditions Precedent to Execution | As this is a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the Companies Act, no shareholders' meeting will be held to approve the absorption-type merger agreement |
| Management structure after acquisition | There will be no changes to the company's name, location, title or name of its representative, business activities, capital or fiscal year-end. ハイブリッドメディカル株式会社 will be dissolved. |
Items this document does not state (11)
Expenses other than the acquisition priceTender 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.In light of the business environment surrounding ハイブリッドメディカル株式会社 and the progress of its business, the merger is intended to optimize the allocation of management resources across the Group and accelerate decision-making. Following the merger, the company will integrate ハイブリッドメディカル株式会社's expertise with CellSource's management resources to improve operating efficiency and strengthen its governance structure.
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