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M&A and Subsidiary Changes4890Tsubota Laboratory IncorporatedPharmaceuticals

Notice Regarding the Acquisition of Shares Resulting in a Change in Subsidiary Status

Tsubota Laboratory Incorporated will acquire all 100,000 shares of 株式会社メディプロデュース and is scheduled to make it a consolidated subsidiary effective 1 July 2026. The acquisition price is ¥150 million, and the approximate total including advisory fees and other expenses is ¥167 million.

Worth reading
70In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
167
¥ million (estimated amount)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares in this transaction
CounterpartyKubota Eri (久保田恵里)
Disclosing companyTsubota Laboratory Incorporated
株式会社メディプロデュースVoting rights ownership percentageNumber of shares acquired 100,000 shares (voting rights: 100,000)

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

Cosmetics planning and sales, medical and healthcare marketing, event planning and related businesses

Location Shibuya, TokyoShare capital ¥10 millionDate of incorporation August 2005
Net Sales¥411.394 million (fiscal year ended January 2026)
Operating profit¥17.798 million (fiscal year ended January 2026)
Net income for the current fiscal year¥21.873 million (fiscal year ended January 2026)
Net assets¥106.143 million (fiscal year ended January 2026)
Consideration and expenses
Acquisition priceCommon shares: ¥150 million (approximate total amount: ¥167 million)
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥17 million
Impact on Business Performance

株式会社メディプロデュース is scheduled to become a consolidated subsidiary of the Company effective 1 July 2026, and is expected to be reflected in consolidated results from the second quarter of the fiscal year ending March 2027. The impact of this transaction on the Company's results for the fiscal year ending March 2027 is currently under review.

Procedures and assumptions
Special CommitteeAn external advisory committee composed of independent outside officers has been established. The number of committee members is not stated.
Management structure after acquisition株式会社メディプロデュース is scheduled to become a consolidated subsidiary of the Company effective 1 July 2026. No information is provided regarding its corporate name, representative or treatment of employees.
This transaction
ItemDetails
Transaction nameAcquisition of shares in this transaction
Counterparty nameKubota Eri (久保田恵里)
Name of the Subject Company株式会社メディプロデュース
Business Description of the Subject CompanyCosmetics planning and sales, medical and healthcare marketing, event planning and related businesses
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject CompanyAugust 2005
Net Sales of the Subject Company¥411.394 million (fiscal year ended January 2026)
Operating Profit of the Subject Company¥17.798 million (fiscal year ended January 2026)
Net Income of the Subject Company¥21.873 million (fiscal year ended January 2026)
Net Assets of the Subject Company¥106.143 million (fiscal year ended January 2026)
Acquisition priceCommon shares: ¥150 million (approximate total amount: ¥167 million)
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥17 million
Number of shares acquired100,000 shares (voting rights: 100,000)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business Performance株式会社メディプロデュース is scheduled to become a consolidated subsidiary of the Company effective 1 July 2026, and is expected to be reflected in consolidated results from the second quarter of the fiscal year ending March 2027. The impact of this transaction on the Company's results for the fiscal year ending March 2027 is currently under review.
Date of board resolution1 June 2026
Contract Date1 July 2026 (scheduled)
Execution Date / Effective Date1 July 2026 (scheduled)
Special CommitteeAn external advisory committee composed of independent outside officers has been established. The number of committee members is not stated.
Management structure after acquisition株式会社メディプロデュース is scheduled to become a consolidated subsidiary of the Company effective 1 July 2026. No information is provided regarding its corporate name, representative or treatment of employees.
Items this document does not state (11)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionConditions Precedent to Execution

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 expand the business portfolio across the medical, research and consumer sectors, generate sales synergies and pursue overseas expansion in the cosmetics business, accelerate the commercialization of R&D成果 by leveraging networks of medical academic societies and study groups, and strengthen the financial base by incorporating a stable earnings platform.

How to read this page

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Notice Regarding the Acquisition of Shares Resulting in a Change in Subsidiary Status | Tsubota Laboratory Incorporated (4890) timely disclosure | Komori