Worth reading
64In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
150000000
¥Wording
Conditional
How definitive the wording is.This transaction
This share acquisitionCounterpartyKubota Eri (久保田恵里)
Disclosing companyTsubota Laboratory Incorporated
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition price¥150,000,000 (cumulative Earn-out consideration capped at ¥150 million)
Type of ConsiderationCombination (cash consideration of ¥100,000,170 and share consideration of ¥49,999,830)
Funding arrangementsThe cash consideration will be paid in cash, while the share consideration will be settled by issuing the Company's common shares through a debt-to-equity swap (DES), with the seller's receivable for the share transfer consideration used as the property contributed in kind.
Impact on Business Performance
There are no material changes from the information announced on 1 June 2026 regarding the impact on consolidated results for the fiscal year ending March 2027.
Procedures and assumptions
Valuation methodologyA share valuation based on the volume-weighted average price (VWAP) of the Company's common shares traded on the Tokyo Stock Exchange during the 1-month period preceding the relevant Board of Directors meeting, together with a share valuation of the target company's shares conducted by an independent third-party valuation institution.
Special CommitteeAn outside advisory committee consisting solely of independent outside officers will be established.
Conditions Precedent to ExecutionPayment of the Earn-out consideration for each fiscal year is subject to approval by the Company's Board of Directors.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Kubota Eri (久保田恵里) |
| Name of the Subject Company | 株式会社メディプロデュース |
| Acquisition price | ¥150,000,000 (cumulative Earn-out consideration capped at ¥150 million) |
| Type of Consideration | Combination (cash consideration of ¥100,000,170 and share consideration of ¥49,999,830) |
| Number of shares acquired | All shares of the target company (number of shares and voting rights: Not disclosed) |
| Voting rights ownership percentage | After 100% (acquisition of all shares) (before not disclosed) |
| Funding arrangements | The cash consideration will be paid in cash, while the share consideration will be settled by issuing the Company's common shares through a debt-to-equity swap (DES), with the seller's receivable for the share transfer consideration used as the property contributed in kind. |
| Impact on Business Performance | There are no material changes from the information announced on 1 June 2026 regarding the impact on consolidated results for the fiscal year ending March 2027. |
| Date of board resolution | 24 June 2026 |
| Contract Date | 1 July 2026 (scheduled) |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Valuation methodology | A share valuation based on the volume-weighted average price (VWAP) of the Company's common shares traded on the Tokyo Stock Exchange during the 1-month period preceding the relevant Board of Directors meeting, together with a share valuation of the target company's shares conducted by an independent third-party valuation institution. |
| Special Committee | An outside advisory committee consisting solely of independent outside officers will be established. |
| Conditions Precedent to Execution | Payment of the Earn-out consideration for each fiscal year is subject to approval by the Company's Board of Directors. |
Items this document does not state (17)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionManagement 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.A third-party allotment will be conducted because part of the consideration for acquiring the target company's shares will be paid in the Company's common shares. This is being carried out in connection with the determination of the payment method for the acquisition consideration and is not intended as an independent fund-raising exercise.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.