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M&A and Subsidiary Changes7037teno.Holdings Company LimitedInformation and Communications, Services and Others

Notice Regarding the Acquisition of Shares in Pigeon Hearts Co., Ltd. (Making It a Subsidiary)

teno.Holdings Company Limited will acquire all 7,000 shares of ピジョンハーツ株式会社 from PIGEON CORPORATION and plans to make it a wholly owned subsidiary in January 2027. The acquisition price is ¥1,600 million, and the total amount including acquisition-related expenses is approximately ¥1,609 million.

Worth reading
49Recurring
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
1609
¥ million (approximate total acquisition price)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyPIGEON CORPORATION
Disclosing companyteno.Holdings Company Limited
ピジョンハーツ株式会社Voting rights ownership percentageNumber of shares acquired 7,000 shares (number of voting rights: 7,000)

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

Consulting and proposals for the opening of childcare facilities; operation of childcare facilities (licensed and certified facilities, workplace childcare facilities, and hospital childcare facilities); event childcare and holiday childcare services; planning of English-language education programs for young children; and various training services

Location Chuo-ku, TokyoShare capital ¥100 millionDate of incorporation 1 February 1999
Net Sales¥3,313 million (fiscal year ended December 2025)
Operating profit¥94 million (fiscal year ended December 2025)
Net income for the current fiscal year¥65 million (fiscal year ended December 2025)
Net assets¥703 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥1,600 million
Expenses other than the acquisition price¥9 million (approximate amount)
Impact on Business Performance

The impact of this transaction on the consolidated results for the fiscal year ending December 2026 is currently under review. The company will promptly disclose any matters requiring disclosure if they arise.

This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty namePIGEON CORPORATION
Name of the Subject Companyピジョンハーツ株式会社
Business Description of the Subject CompanyConsulting and proposals for the opening of childcare facilities; operation of childcare facilities (licensed and certified facilities, workplace childcare facilities, and hospital childcare facilities); event childcare and holiday childcare services; planning of English-language education programs for young children; and various training services
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company1 February 1999
Net Sales of the Subject Company¥3,313 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥94 million (fiscal year ended December 2025)
Net Income of the Subject Company¥65 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥703 million (fiscal year ended December 2025)
Acquisition price¥1,600 million
Expenses other than the acquisition price¥9 million (approximate amount)
Number of shares acquired7,000 shares (number of voting rights: 7,000)
Voting rights ownership percentageBefore 0% → after 100.0%
Impact on Business PerformanceThe impact of this transaction on the consolidated results for the fiscal year ending December 2026 is currently under review. The company will promptly disclose any matters requiring disclosure if they arise.
Date of board resolution27 August 2026
Contract Date27 August 2026
Execution Date / Effective DateJanuary 2027 (scheduled)
Items this document does not state (13)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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.

By incorporating ピジョンハーツ株式会社’s expertise in operating licensed childcare facilities in Tokyo, its customer base for workplace childcare, primarily for major companies, and its high-quality service delivery structure, and by leveraging the strengths and management resources of both companies, teno.Holdings Company Limited aims to provide higher-quality services in response to diversifying childcare support needs, thereby contributing to the realization of its long-term vision, “tenoVISION2030,” and enhancing corporate value over the medium to long term.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in Pigeon Hearts Co., Ltd. (Making It a Subsidiary) | teno.Holdings Company Limited (7037) timely disclosure | Komori