Worth reading
62In 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
5
¥ million (consideration for the share transfer)Wording
Conditional
How definitive the wording is.This transaction
Reorganization of the Assist Suit Business (Business Transfer, Company Split and Change in Subsidiary)Counterparty株式会社ヴァーゴウェーブ
Disclosing companyUPR 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.White points represent dates designated as scheduled dates in the document.
Target company
Sale of assist suits
Location Chuo-ku, TokyoShare capital ¥6 millionDate of incorporation 1 June 2026 (予定)
Net Sales¥91 million (fiscal year ended August 2025, subject business)
Operating profitOrdinary profit from the business has not been calculated and is therefore not disclosed (fiscal year ended August 2025)
Consideration and expenses
Acquisition priceBusiness transfer price: not disclosed at the request of the counterparty. Consideration for the share transfer: ¥5 million
Type of ConsiderationCash (business transfer price not disclosed; consideration for the share transfer: ¥5 million)
Impact on Business Performance
The impact of the company split, share transfer and business transfer on our consolidated results for the fiscal year ending August 2026 is expected to be immaterial. We are currently reviewing the impact on full-year consolidated results.
Procedures and assumptions
Valuation methodologyAgreed between the parties following discussions as a fair and reasonable price
Conditions Precedent to ExecutionShareholder approval is not required. The business transfer does not fall under any of the items set forth in Article 467, Paragraph 1 of the Companies Act, and the company split will be carried out without shareholder approval as a simplified incorporation-type company split. Other conditions precedent: not disclosed
Management structure after acquisitionThe representative director of the newly established company will be Iwamoto Akinori (岩本昭典). Following the share transfer, the shareholders will be VW Co. with 83.33% and our company with 16.67%. After completion of the business reorganization, our Logistics Business Division will continue to purchase and sell products supplied by VW Co. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | Reorganization of the Assist Suit Business (Business Transfer, Company Split and Change in Subsidiary) |
| Counterparty name | 株式会社ヴァーゴウェーブ |
| Name of the Subject Company | 株式会社サポートジャケット |
| Business Description of the Subject Company | Sale of assist suits |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥6 million |
| Date of Establishment of the Subject Company | 1 June 2026 (予定) |
| Net Sales of the Subject Company | ¥91 million (fiscal year ended August 2025, subject business) |
| Operating Profit of the Subject Company | Ordinary profit from the business has not been calculated and is therefore not disclosed (fiscal year ended August 2025) |
| Acquisition price | Business transfer price: not disclosed at the request of the counterparty. Consideration for the share transfer: ¥5 million |
| Type of Consideration | Cash (business transfer price not disclosed; consideration for the share transfer: ¥5 million) |
| Number of shares acquired | 500 shares (shares transferred to VW Co.; voting rights ownership ratio: 83.33%) |
| Voting rights ownership percentage | Before 100.00% → after 16.67% |
| Impact on Business Performance | The impact of the company split, share transfer and business transfer on our consolidated results for the fiscal year ending August 2026 is expected to be immaterial. We are currently reviewing the impact on full-year consolidated results. |
| Date of board resolution | 14 April 2026 |
| Contract Date | 14 April 2026 |
| Execution Date / Effective Date | 1 June 2026 (予定) |
| Valuation methodology | Agreed between the parties following discussions as a fair and reasonable price |
| Conditions Precedent to Execution | Shareholder approval is not required. The business transfer does not fall under any of the items set forth in Article 467, Paragraph 1 of the Companies Act, and the company split will be carried out without shareholder approval as a simplified incorporation-type company split. Other conditions precedent: not disclosed |
| Management structure after acquisition | The representative director of the newly established company will be Iwamoto Akinori (岩本昭典). Following the share transfer, the shareholders will be VW Co. with 83.33% and our company with 16.67%. After completion of the business reorganization, our Logistics Business Division will continue to purchase and sell products supplied by VW Co. Employee treatment: not disclosed |
Items this document does not state (12)
Net Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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.As we pursue greater focus and selectivity in our logistics-related businesses, we aim to maximize the value provided to customers by leveraging the technological capabilities and track record of this business under VW Co., which has broader resources. The wholesale operations will be conducted through a joint venture with VW Co., integrating the strengths of both companies, while the manufacturing operations will use VW Co.'s specialized resources to provide attractive products in a timely manner.
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