Worth reading
69In focus
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
1119
¥ per share (tender offer price)Wording
Conditional
How definitive the wording is.This transaction
This tender offerCounterpartyMP-2605 株式会社
Disclosing companySolasto Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
The company provides medical administration-related services, medical administration support services, hospital management support services and other services nationwide to approximately 1,300 medical institutions through contract services and temporary staffing. Primarily in the Kanto, Chukyo and Kansai regions, it provides a broad range of elderly care services centered on home-based care, including day services and home-help services, as well as group homes for people with dementia, in-home care management, short-stay services, fee-based nursing homes with care, urban low-cost senior homes, residential fee-based senior homes and serviced housing for seniors. The company also provides childcare services, mainly through licensed daycare centers, as well as certified daycare centers, small-scale daycare centers and childcare rooms for children recovering from illness.
Net Sales¥35,123 million (three months of the fiscal year ending March 2026, financial forecast)
Operating profit¥1,211 million (three months of the fiscal year ending March 2026, financial forecast)
Consideration and expenses
Acquisition pricenot disclosed (the tender offer price is ¥1,119 per common share)
Type of ConsiderationCash
Merger ratio/share exchange rationot disclosed (the specific share exchange ratio for this triangular share exchange has not been determined)
Tender offer price¥1,119 per common share
Minimum number of shares to be purchased28,530,600 shares (31.46% ownership); no maximum number of shares to be purchased has been set
Funding arrangementsThe tender offerors plan to receive an equity contribution from their parent company of up to ¥36.860445 billion and borrow up to ¥72.401 billion from Mizuho Bank, Mitsubishi UFJ Bank and Aozora Bank.
Procedures and assumptions
Valuation methodologyMarket share price averaging method, comparable company analysis and DCF analysis
Independent valuation institutionNomura Securities Co., Ltd.
Special CommitteeEstablished. Composed of 3 independent outside directors: Tanaka Miho (田中 美穂), Chishiki Kenji (知識 賢治) and Mitsunari Miki (光成 美樹).
Conditions Precedent to ExecutionCompletion of the Tender Offer, approval of this share consolidation and related matters at the extraordinary shareholders' meeting, the share consolidation becoming effective, and implementation of this funding provision and capital reduction and related measures. If this employee stock ownership plan agrees to continue holding the shares, this triangular share exchange will be subject to the completion of this squeeze-out procedure and this share repurchase, among other conditions.
Management structure after acquisitionPresident Noda (野田) is expected to continue managing the company after this transaction. In principle, the current management structure is expected to be maintained, with day-to-day operations delegated to the current management team, although details of the management structure have not been determined. The company is considering appointing individuals nominated by the MBK Fund to a majority of the officer positions. Employee employment terms are expected to remain basically equivalent to the current terms, and the company also anticipates providing opportunities to invest and granting stock options, although details have not been determined.
| Item | Details |
|---|---|
| Transaction name | This tender offer |
| Counterparty name | MP-2605 株式会社 |
| Name of the Subject Company | Solasto Corporation |
| Business Description of the Subject Company | The company provides medical administration-related services, medical administration support services, hospital management support services and other services nationwide to approximately 1,300 medical institutions through contract services and temporary staffing. Primarily in the Kanto, Chukyo and Kansai regions, it provides a broad range of elderly care services centered on home-based care, including day services and home-help services, as well as group homes for people with dementia, in-home care management, short-stay services, fee-based nursing homes with care, urban low-cost senior homes, residential fee-based senior homes and serviced housing for seniors. The company also provides childcare services, mainly through licensed daycare centers, as well as certified daycare centers, small-scale daycare centers and childcare rooms for children recovering from illness. |
| Net Sales of the Subject Company | ¥35,123 million (three months of the fiscal year ending March 2026, financial forecast) |
| Operating Profit of the Subject Company | ¥1,211 million (three months of the fiscal year ending March 2026, financial forecast) |
| Acquisition price | not disclosed (the tender offer price is ¥1,119 per common share) |
| Type of Consideration | Cash |
| Merger ratio/share exchange ratio | not disclosed (the specific share exchange ratio for this triangular share exchange has not been determined) |
| Tender offer price | ¥1,119 per common share |
| Minimum number of shares to be purchased | 28,530,600 shares (31.46% ownership); no maximum number of shares to be purchased has been set |
| Number of shares acquired | not disclosed (if the number of shares and other securities tendered is at least the minimum number of shares to be purchased, all shares and other securities tendered are expected to be purchased) |
| Voting rights ownership percentage | Before 0% (as of today, the tender offerors do not own any of the company's shares) (after not disclosed) |
| Funding arrangements | The tender offerors plan to receive an equity contribution from their parent company of up to ¥36.860445 billion and borrow up to ¥72.401 billion from Mizuho Bank, Mitsubishi UFJ Bank and Aozora Bank. |
| Date of board resolution | 24 March 2026 |
| Contract Date | 24 March 2026 (this transaction agreement); 23 March 2026 (this management delegation agreement and this shareholders' agreement); 12 March 2026 and 18 March 2026 (memoranda concerning exclusive negotiation rights) |
| Execution Date / Effective Date | The settlement commencement date for this Tender Offer is scheduled for mid-May 2026. The extraordinary shareholders' meeting is scheduled for early July 2026, and this share consolidation, this funding provision, this capital reduction and related measures, and this share repurchase are scheduled for early August 2026. The timing of this reinvestment and this triangular share exchange has not been determined. |
| Valuation methodology | Market share price averaging method, comparable company analysis and DCF analysis |
| Independent valuation institution | Nomura Securities Co., Ltd. |
| Special Committee | Established. Composed of 3 independent outside directors: Tanaka Miho (田中 美穂), Chishiki Kenji (知識 賢治) and Mitsunari Miki (光成 美樹). |
| Conditions Precedent to Execution | Completion of the Tender Offer, approval of this share consolidation and related matters at the extraordinary shareholders' meeting, the share consolidation becoming effective, and implementation of this funding provision and capital reduction and related measures. If this employee stock ownership plan agrees to continue holding the shares, this triangular share exchange will be subject to the completion of this squeeze-out procedure and this share repurchase, among other conditions. |
| Management structure after acquisition | President Noda (野田) is expected to continue managing the company after this transaction. In principle, the current management structure is expected to be maintained, with day-to-day operations delegated to the current management team, although details of the management structure have not been determined. The company is considering appointing individuals nominated by the MBK Fund to a majority of the officer positions. Employee employment terms are expected to remain basically equivalent to the current terms, and the company also anticipates providing opportunities to invest and granting stock options, although details have not been determined. |
Items this document does not state (10)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender offer periodGoodwill amountAmount of extraordinary income (loss)Impact on Business Performance
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 states that taking the company private will align ownership and management and enable more flexible and agile management decisions. It also aims to enhance corporate value over the medium to long term by promoting the use of technology in its medical, elderly care and childcare businesses, improving productivity and profitability, and reducing the costs of maintaining its listing.
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