Worth reading
54Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Deterioration
Direction inferred from the company’s description.Scale
6
companiesWording
Avoiding a definitive answer
How definitive the wording is.This transaction
Change from Consolidated Subsidiaries to Equity-Method Affiliates Through the Exercise of Security InterestsCounterpartyWedge Holdings CO.,LTD., 株式会社日本橋本町菓子処
Disclosing companyShowa Holdings Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Content editing, including manga and anime, and the planning and production of trading card games, events and other activities, Manufacture and sale of Japanese confectionery, Manufacture and sale of Japanese confectionery, Manufacture and sale of rubber products and installation of rubber linings, Manufacture and sale of soft tennis balls, operation of tennis schools, and planning and operation of sporting events, Manufacture and sale of Japanese confectionery
Location Koto-ku, Tokyo, Koto-ku, Tokyo, Yao, Osaka, Kashiwa, Chiba Prefecture, Kashiwa, Chiba Prefecture, Noda, Chiba PrefectureShare capital ¥4,378 million, ¥12 million, ¥30 million, ¥10 million, ¥10 million, ¥98 millionDate of incorporation 31 October 2001, 30 October 1981, 1 August 1977, 1 October 2009, 8 March 1990, 24 December 2002
Net Sales¥816 million (fiscal year ended September 2025), ¥30 million (fiscal year ended September 2025), ¥5,467 million (fiscal year ended June 2025), ¥1,821 million (fiscal year ending March 2026), ¥1,206 million (fiscal year ending March 2026), ¥1,815 million (fiscal year ended November 2025)
Operating profitOperating loss of ¥91 million (fiscal year ended September 2025), Operating loss of ¥7 million (fiscal year ended September 2025), Operating income of ¥166 million (fiscal year ended June 2025), Operating loss of ¥17 million (fiscal year ending March 2026), Operating loss of ¥65 million (fiscal year ending March 2026), Operating income of ¥25 million (fiscal year ended November 2025)
Net income for the current fiscal yearNet loss of ¥226 million (fiscal year ended September 2025), Net income of ¥1 million (fiscal year ended September 2025), Net income of ¥41 million (fiscal year ended June 2025), Net loss of ¥16 million (fiscal year ending March 2026), Net loss of ¥106 million (fiscal year ending March 2026), Net income of ¥0 million (fiscal year ended November 2025)
Net assetsNet assets of ¥2,970 million (fiscal year ended September 2025), Net assets of ¥142 million (fiscal year ended September 2025), Net assets of ¥195 million (fiscal year ended June 2025), Net liabilities of ¥311 million (fiscal year ending March 2026), Net liabilities of ¥1,719 million (fiscal year ending March 2026), Net assets of ¥21 million (fiscal year ended November 2025)
Consideration and expenses
Acquisition priceShares of Wedge Holdings CO.,LTD.: ¥368,087,400, Shares of 株式会社日本橋本町菓子処: ¥44,082,410, Shares of 明日香食品株式会社: ¥102,695,040, Shares of 昭和ゴム株式会社: ¥1, Shares of 株式会社ルーセント: ¥1
Type of ConsiderationCash (transfer price)
Funding arrangementsBorrowings from Wedge Holdings CO.,LTD. and 株式会社日本橋本町菓子処 were used as business funds. The Company is considering future financing methods.
Impact on Business Performance
The results of the 6 companies are expected to be excluded from the Company's consolidated results, while the equity in earnings of affiliates is expected to be reflected from non-operating income and expenses onward. As it is difficult to calculate the precise impact, the Company will conduct a detailed review and provide further disclosure if any matter requiring disclosure arises.
Procedures and assumptions
Valuation methodologyThird-party share valuation (the average of the DCF method and liquidation value method) × ownership percentage, Third-party share valuation (DCF method) × ownership percentage, Closing price of ¥34 on 25 June 2026 × number of shares pledged as collateral, Nominal price taking the financial position into account
Conditions Precedent to ExecutionThe Company plans to review the notices of exercise of security interests and related agreements, consult with its audit firm, and set the optimal date for deconsolidation.
Management structure after acquisitionThe Company plans to restructure its management structure to pursue efficient group management while continuing its current business. The treatment of employees and changes to the corporate names of the 6 target companies have not been disclosed.
| Item | Details |
|---|---|
| Transaction name | Change from Consolidated Subsidiaries to Equity-Method Affiliates Through the Exercise of Security Interests |
| Counterparty name | Wedge Holdings CO.,LTD., 株式会社日本橋本町菓子処 |
| Name of the Subject Company | Wedge Holdings CO.,LTD., 株式会社日本橋本町菓子処, 明日香食品株式会社, 昭和ゴム株式会社, 株式会社ルーセント, 株式会社明日香 |
| Business Description of the Subject Company | Content editing, including manga and anime, and the planning and production of trading card games, events and other activities, Manufacture and sale of Japanese confectionery, Manufacture and sale of Japanese confectionery, Manufacture and sale of rubber products and installation of rubber linings, Manufacture and sale of soft tennis balls, operation of tennis schools, and planning and operation of sporting events, Manufacture and sale of Japanese confectionery |
| Location of the Subject Company | Koto-ku, Tokyo, Koto-ku, Tokyo, Yao, Osaka, Kashiwa, Chiba Prefecture, Kashiwa, Chiba Prefecture, Noda, Chiba Prefecture |
| Capital Stock of the Subject Company | ¥4,378 million, ¥12 million, ¥30 million, ¥10 million, ¥10 million, ¥98 million |
| Date of Establishment of the Subject Company | 31 October 2001, 30 October 1981, 1 August 1977, 1 October 2009, 8 March 1990, 24 December 2002 |
| Net Sales of the Subject Company | ¥816 million (fiscal year ended September 2025), ¥30 million (fiscal year ended September 2025), ¥5,467 million (fiscal year ended June 2025), ¥1,821 million (fiscal year ending March 2026), ¥1,206 million (fiscal year ending March 2026), ¥1,815 million (fiscal year ended November 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥91 million (fiscal year ended September 2025), Operating loss of ¥7 million (fiscal year ended September 2025), Operating income of ¥166 million (fiscal year ended June 2025), Operating loss of ¥17 million (fiscal year ending March 2026), Operating loss of ¥65 million (fiscal year ending March 2026), Operating income of ¥25 million (fiscal year ended November 2025) |
| Net Income of the Subject Company | Net loss of ¥226 million (fiscal year ended September 2025), Net income of ¥1 million (fiscal year ended September 2025), Net income of ¥41 million (fiscal year ended June 2025), Net loss of ¥16 million (fiscal year ending March 2026), Net loss of ¥106 million (fiscal year ending March 2026), Net income of ¥0 million (fiscal year ended November 2025) |
| Net Assets of the Subject Company | Net assets of ¥2,970 million (fiscal year ended September 2025), Net assets of ¥142 million (fiscal year ended September 2025), Net assets of ¥195 million (fiscal year ended June 2025), Net liabilities of ¥311 million (fiscal year ending March 2026), Net liabilities of ¥1,719 million (fiscal year ending March 2026), Net assets of ¥21 million (fiscal year ended November 2025) |
| Acquisition price | Shares of Wedge Holdings CO.,LTD.: ¥368,087,400, Shares of 株式会社日本橋本町菓子処: ¥44,082,410, Shares of 明日香食品株式会社: ¥102,695,040, Shares of 昭和ゴム株式会社: ¥1, Shares of 株式会社ルーセント: ¥1 |
| Type of Consideration | Cash (transfer price) |
| Number of shares acquired | Wedge Holdings CO.,LTD.: 10,826,100 shares (voting rights represented by the transferred shares: not disclosed), 株式会社日本橋本町菓子処: 13,077 shares (voting rights represented by the transferred shares: not disclosed), 明日香食品株式会社: 4,032 shares (voting rights represented by the transferred shares: not disclosed), 昭和ゴム株式会社: 9,540 shares (voting rights represented by the transferred shares: not disclosed), 株式会社ルーセント: 540 shares (voting rights represented by the transferred shares: not disclosed) |
| Voting rights ownership percentage | Before Wedge Holdings CO.,LTD.: 53.2%, 株式会社日本橋本町菓子処: 54.5%, 明日香食品株式会社: 40.3%, 昭和ゴム株式会社: 90.0%, 株式会社ルーセント: 90.0% → after Wedge Holdings CO.,LTD.: 27.7%, 株式会社日本橋本町菓子処: —%, 明日香食品株式会社: —%, 昭和ゴム株式会社: —%, 株式会社ルーセント: —% |
| Funding arrangements | Borrowings from Wedge Holdings CO.,LTD. and 株式会社日本橋本町菓子処 were used as business funds. The Company is considering future financing methods. |
| Impact on Business Performance | The results of the 6 companies are expected to be excluded from the Company's consolidated results, while the equity in earnings of affiliates is expected to be reflected from non-operating income and expenses onward. As it is difficult to calculate the precise impact, the Company will conduct a detailed review and provide further disclosure if any matter requiring disclosure arises. |
| Contract Date | 9 August 2024 (credit facility agreement with Wedge Holdings CO.,LTD.), 9 August 2024 (credit facility agreement with 株式会社日本橋本町菓子処), 12 September 2025 (renewal and expansion of the credit facility with 株式会社日本橋本町菓子処) |
| Execution Date / Effective Date | The security interests were exercised on 26 June 2026. The deemed date of deconsolidation is scheduled to be 1 April 2026, although this date may change. |
| Valuation methodology | Third-party share valuation (the average of the DCF method and liquidation value method) × ownership percentage, Third-party share valuation (DCF method) × ownership percentage, Closing price of ¥34 on 25 June 2026 × number of shares pledged as collateral, Nominal price taking the financial position into account |
| Conditions Precedent to Execution | The Company plans to review the notices of exercise of security interests and related agreements, consult with its audit firm, and set the optimal date for deconsolidation. |
| Management structure after acquisition | The Company plans to restructure its management structure to pursue efficient group management while continuing its current business. The treatment of employees and changes to the corporate names of the 6 target companies have not been disclosed. |
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Date of board resolutionIndependent 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.The Company's cash position became strained, and it had neither cash and deposits nor other financing options with which to repay the borrowings immediately. The outstanding borrowings had become fixed and were increasing. The 2 lending companies had requested repayment and the presentation of financing plans, but following discussions, the Company received notices of exercise of the security interests.
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