Worth reading
75Important
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
900
¥ million (share acquisition price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Acquisition of these shares (subscription for a third-party allotment)Counterparty (target company)AXEL MARK INC.
Disclosing companyConvano Inc.
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.White points represent dates designated as scheduled dates in the document.
Target company
(a) Trading card business (operated through crafty Inc.) / (b) Advertising business (digital advertising distribution, app games and other services) / (c) Beauty & Wellness business (healthcare business in the broad sense)
Location Nakano-ku, TokyoShare capital ¥642 million (as of 31 December 2025)Date of incorporation 22 March 1994
Net Sales¥973 million (fiscal year ended September 2025)
Operating profitOperating loss of ¥520 million (fiscal year ended September 2025)
Net income for the current fiscal yearNet loss of ¥763 million (fiscal year ended September 2025)
Net assetsNet assets of ¥804 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition price¥900 million
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥2 million (estimated)
Type of ConsiderationCash (payment for the third-party allotment)
Impact on Business Performance
The impact on consolidated full-year results for the fiscal year ending March 2027 is currently under review. It will not be incorporated into the numerical assumptions of the medium-term management plan and may act as an upside factor for consolidated results depending on progress in executing the transaction. The impact on consolidated results arising solely from the execution of this facility agreement is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the favorable issuance through a special resolution and approval of a resolution confirming shareholder intent through an ordinary resolution at AXEL MARK INC.'s extraordinary general meeting of shareholders, the effectiveness of the securities registration statement under the Financial Instruments and Exchange Act, and satisfaction of other prescribed conditions precedent.
Management structure after acquisitionConvano Inc. will have the right to nominate 6 of AXEL MARK INC.'s directors and plans to refresh the board's composition and establish management control. It will support post-merger integration, the enhancement of corporate planning, financial management, legal and compliance functions, and the recruitment of specialist personnel in the healthcare sector. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of these shares (subscription for a third-party allotment) |
| Counterparty name | AXEL MARK INC. |
| Name of the Subject Company | AXEL MARK INC. |
| Business Description of the Subject Company | (a) Trading card business (operated through crafty Inc.) / (b) Advertising business (digital advertising distribution, app games and other services) / (c) Beauty & Wellness business (healthcare business in the broad sense) |
| Location of the Subject Company | Nakano-ku, Tokyo |
| Capital Stock of the Subject Company | ¥642 million (as of 31 December 2025) |
| Date of Establishment of the Subject Company | 22 March 1994 |
| Net Sales of the Subject Company | ¥973 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥520 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | Net loss of ¥763 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | Net assets of ¥804 million (fiscal year ended September 2025) |
| Acquisition price | ¥900 million |
| Expenses other than the acquisition price | Advisory fees and other expenses: ¥2 million (estimated) |
| Type of Consideration | Cash (payment for the third-party allotment) |
| Number of shares acquired | 45,000,000 shares (450,000 voting rights) |
| Voting rights ownership percentage | Before 0.00％ → after 68.90％ |
| Impact on Business Performance | The impact on consolidated full-year results for the fiscal year ending March 2027 is currently under review. It will not be incorporated into the numerical assumptions of the medium-term management plan and may act as an upside factor for consolidated results depending on progress in executing the transaction. The impact on consolidated results arising solely from the execution of this facility agreement is expected to be immaterial. |
| Date of board resolution | 29 May 2026 |
| Contract Date | 29 May 2026 (予定, facility agreement) / 2 July 2026 (予定, share subscription agreement) |
| Execution Date / Effective Date | 2 July 2026 (予定, payment date for the third-party allotment and effective date of the transaction making AXEL MARK INC. a consolidated subsidiary) |
| Conditions Precedent to Execution | Approval of the favorable issuance through a special resolution and approval of a resolution confirming shareholder intent through an ordinary resolution at AXEL MARK INC.'s extraordinary general meeting of shareholders, the effectiveness of the securities registration statement under the Financial Instruments and Exchange Act, and satisfaction of other prescribed conditions precedent. |
| Management structure after acquisition | Convano Inc. will have the right to nominate 6 of AXEL MARK INC.'s directors and plans to refresh the board's composition and establish management control. It will support post-merger integration, the enhancement of corporate planning, financial management, legal and compliance functions, and the recruitment of specialist personnel in the healthcare sector. Employee treatment: Not disclosed |
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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 transaction is intended to combine Convano Inc.'s healthcare business, network of medical institutions, M&A execution capabilities and funding capacity with the customer touchpoints and brand assets of AXEL MARK INC.'s Beauty & Wellness business, thereby fundamentally expanding its business base in the healthcare sector and diversifying its revenue opportunities.
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