Worth reading
80Important
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
1970
Yen per ordinary shareWording
Conditional
How definitive the wording is.This transaction
The Tender OfferCounterpartySHIP HEALTHCARE HOLDINGS,INC.
Disclosing companyCHARM CARE CORPORATION
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
The Company's principal business is providing nursing care services covered by the Long-Term Care Insurance Act to elderly people certified as requiring support or nursing care under that Act at fee-based nursing homes.
Date of incorporation August 1984
Consideration and expenses
Type of ConsiderationCash (¥1,970 per common share and ¥1 per stock acquisition right)
Tender offer price¥1,970 per common share. Stock acquisition rights from the First to the Fourth Series are each priced at ¥1 per right.
Minimum number of shares to be purchased12,194,500 shares. No upper limit has been set for the number of shares to be purchased.
Tender offer periodFrom 9 November 2026 to 21 December 2026 (30 business days)
Funding arrangementsInternal funds and borrowings of up to ¥32.5 billion from Sumitomo Mitsui Banking Corporation
Impact on Business Performance
The impact on earnings of the synergies expected from this transaction is difficult to estimate specifically at this time and has not been incorporated into the business plan.
Procedures and assumptions
Valuation methodologyMarket price average method and market price standard method, comparable company analysis and comparable company comparison method, and DCF method
Independent valuation institutionNomura Securities Co., Ltd. (for the Company) and Daiwa Institute of Research Ltd. (for the tender offeror). No fairness opinion has been obtained.
Special CommitteeEstablished. 4 members (1 independent outside audit & supervisory board member, 2 independent outside directors and 1 outside expert attorney).
Conditions Precedent to ExecutionApplications to tender at least the minimum number of shares to be purchased, the absence of laws, orders, court rulings or other matters restricting or prohibiting the tender offer, and the Company's board of directors expressing an opinion supporting the tender offer, among other conditions. If 90% or more cannot be acquired after the tender offer, approval at an extraordinary general meeting of shareholders will be required for a share consolidation.
Management structure after acquisitionThe current management and business operating structures will be respected, with consideration given to the autonomy of business operations and continuity at operating sites. Employees and officers will generally continue to be employed, and no immediate adverse changes to employment conditions or treatment attributable to this transaction are contemplated. The dispatch of officers will be determined through consultation to the extent necessary.
| Item | Details |
|---|---|
| Transaction name | The Tender Offer |
| Counterparty name | SHIP HEALTHCARE HOLDINGS,INC. |
| Name of the Subject Company | CHARM CARE CORPORATION |
| Business Description of the Subject Company | The Company's principal business is providing nursing care services covered by the Long-Term Care Insurance Act to elderly people certified as requiring support or nursing care under that Act at fee-based nursing homes. |
| Date of Establishment of the Subject Company | August 1984 |
| Type of Consideration | Cash (¥1,970 per common share and ¥1 per stock acquisition right) |
| Tender offer price | ¥1,970 per common share. Stock acquisition rights from the First to the Fourth Series are each priced at ¥1 per right. |
| Minimum number of shares to be purchased | 12,194,500 shares. No upper limit has been set for the number of shares to be purchased. |
| Tender offer period | From 9 November 2026 to 21 December 2026 (30 business days) |
| Number of shares acquired | Minimum number of shares to be purchased: 12,194,500 shares (121,945 voting rights). The actual number of shares to be acquired has not been determined. |
| Voting rights ownership percentage | Before 29.33% (indirectly owned by the tender offeror through エス・ティー・ケー) → after 66.71% (after purchasing the minimum number of shares to be purchased, reflecting the grant of the RS; 66.73% before the adjustment) |
| Funding arrangements | Internal funds and borrowings of up to ¥32.5 billion from Sumitomo Mitsui Banking Corporation |
| Impact on Business Performance | The impact on earnings of the synergies expected from this transaction is difficult to estimate specifically at this time and has not been incorporated into the business plan. |
| Date of board resolution | 6 November 2026 |
| Contract Date | 6 November 2026 (tender agreement with Shimomura Takahiko (下村隆彦)) |
| Execution Date / Effective Date | An extraordinary general meeting of shareholders is scheduled to be held around March 2027. The settlement date of the tender offer and the effective date of the creation of the wholly owned subsidiary are Not disclosed. |
| Valuation methodology | Market price average method and market price standard method, comparable company analysis and comparable company comparison method, and DCF method |
| Independent valuation institution | Nomura Securities Co., Ltd. (for the Company) and Daiwa Institute of Research Ltd. (for the tender offeror). No fairness opinion has been obtained. |
| Special Committee | Established. 4 members (1 independent outside audit & supervisory board member, 2 independent outside directors and 1 outside expert attorney). |
| Conditions Precedent to Execution | Applications to tender at least the minimum number of shares to be purchased, the absence of laws, orders, court rulings or other matters restricting or prohibiting the tender offer, and the Company's board of directors expressing an opinion supporting the tender offer, among other conditions. If 90% or more cannot be acquired after the tender offer, approval at an extraordinary general meeting of shareholders will be required for a share consolidation. |
| Management structure after acquisition | The current management and business operating structures will be respected, with consideration given to the autonomy of business operations and continuity at operating sites. Employees and officers will generally continue to be employed, and no immediate adverse changes to employment conditions or treatment attributable to this transaction are contemplated. The dispatch of officers will be determined through consultation to the extent necessary. |
Items this document does not state (11)
Location of the Subject CompanyCapital Stock of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioGoodwill amountAmount of extraordinary income (loss)
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.As a company accounted for under the equity method, the Company cannot fully enjoy the benefits of enhancing corporate value commensurate with the management resources invested by the tender offeror, and there are constraints on deepening collaboration and making prompt decisions. Through the creation of a wholly owned subsidiary, the parties aim to realize synergies including securing personnel, opening new homes, promoting occupancy, joint procurement and improving operational efficiency.
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