Worth reading
63In 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
1680
¥ million (approximate total amount)Wording
Conditional
How definitive the wording is.This transaction
This share acquisitionCounterpartyMatsuki Takao (松木隆央)
Disclosing companyValue HR Co.,Ltd.
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
Proposal-based sales, reservations, and various administrative services for comprehensive medical checkups and other services
Location Minato-ku, TokyoShare capital ¥3 millionDate of incorporation 29 May 1971
Net SalesNot disclosed (fiscal year ended February 2026; because the target company and the Company use different revenue recognition standards, a simple comparison could lead to a misunderstanding that does not reflect the actual situation)
Operating profit¥7 million (fiscal year ended February 2026)
Net income for the current fiscal year¥9 million (fiscal year ended February 2026)
Net assets¥691 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition price¥1,300 million in cash and 100,000 of the Company’s common shares (¥154 million), for a total approximate amount of ¥1,680 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount: ¥226 million)
Type of ConsiderationMixed consideration (cash and 100,000 of the Company’s common shares; treasury shares are scheduled to be disposed of)
Funding arrangementsPayment is scheduled to be made using a combination of cash and the Company’s treasury shares. A portion is scheduled to be settled through the receipt of a receivable for the share transfer consideration as property contributed in kind, followed by the disposal of treasury shares through a third-party allotment.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending December 2026 is currently under review. Over the medium to long term, the Company believes the transaction will contribute to improved results and enhanced corporate value for the Company’s group.
Procedures and assumptions
Valuation methodologyShare valuation by an independent third-party institution
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Matsuki Takao (松木隆央) |
| Name of the Subject Company | 有限会社新赤坂健康管理協会 |
| Business Description of the Subject Company | Proposal-based sales, reservations, and various administrative services for comprehensive medical checkups and other services |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥3 million |
| Date of Establishment of the Subject Company | 29 May 1971 |
| Net Sales of the Subject Company | Not disclosed (fiscal year ended February 2026; because the target company and the Company use different revenue recognition standards, a simple comparison could lead to a misunderstanding that does not reflect the actual situation) |
| Operating Profit of the Subject Company | ¥7 million (fiscal year ended February 2026) |
| Net Income of the Subject Company | ¥9 million (fiscal year ended February 2026) |
| Net Assets of the Subject Company | ¥691 million (fiscal year ended February 2026) |
| Acquisition price | ¥1,300 million in cash and 100,000 of the Company’s common shares (¥154 million), for a total approximate amount of ¥1,680 million |
| Expenses other than the acquisition price | Advisory fees and other expenses (approximate amount: ¥226 million) |
| Type of Consideration | Mixed consideration (cash and 100,000 of the Company’s common shares; treasury shares are scheduled to be disposed of) |
| Number of shares acquired | 3,000 shares (number of voting rights: 3,000) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Funding arrangements | Payment is scheduled to be made using a combination of cash and the Company’s treasury shares. A portion is scheduled to be settled through the receipt of a receivable for the share transfer consideration as property contributed in kind, followed by the disposal of treasury shares through a third-party allotment. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending December 2026 is currently under review. Over the medium to long term, the Company believes the transaction will contribute to improved results and enhanced corporate value for the Company’s group. |
| Date of board resolution | 2 October 2026 |
| Contract Date | 2 October 2026 |
| Execution Date / Effective Date | 18 November 2026 (scheduled) |
| Valuation methodology | Share valuation by an independent third-party institution |
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement 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.To combine the Company’s health management platform business with the target company’s sales capabilities in the health screening field, reservation and administrative operations, collaborative infrastructure with medical institutions, and customer base, thereby increasing health screening participation rates and service quality and expanding the scope of health business support services provided.
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