This transaction
This share transferThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Fee-based nursing home business, home-visit nursing, home-visit care, in-home care support, disability welfare services (including in-home care), consulting business, ownership and management of real estate for facilities operated by 株式会社アンビス西日本, and other related businesses, Fee-based nursing home business, home-visit nursing, home-visit care, in-home care support, disability welfare services (including in-home care), consulting business, and other related businesses
The impact on consolidated results for the fiscal year ending September 2027, including gains or losses on the transfer and other effects arising from the absorption-type company splits and this share transfer, is currently under review.
| Item | Details |
|---|---|
| Transaction name | This share transfer |
| Counterparty name | NSSK-Altair1 Co., Ltd. |
| Name of the Subject Company | 株式会社アンビスホールディングス西日本, 株式会社アンビス西日本 |
| Business Description of the Subject Company | Fee-based nursing home business, home-visit nursing, home-visit care, in-home care support, disability welfare services (including in-home care), consulting business, ownership and management of real estate for facilities operated by 株式会社アンビス西日本, and other related businesses, Fee-based nursing home business, home-visit nursing, home-visit care, in-home care support, disability welfare services (including in-home care), consulting business, and other related businesses |
| Location of the Subject Company | Chuo-ku, Tokyo, Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1, ¥1 |
| Date of Establishment of the Subject Company | 1 September 2026, 1 September 2026 |
| Net Sales of the Subject Company | Businesses subject to the transaction: ¥11,522 million (fiscal year ended September 2025). As the companies were established in September 2026 and have no applicable fiscal year, there are no applicable results for the most recent 3 years. |
| Acquisition price | ¥17,400 million (total for the 2 companies; planned) |
| Type of Consideration | Cash (this share transfer). In absorption-type company split 1, the successor company will issue 800 common shares and allot them to the Company; no shares will be allotted in absorption-type company split 2. |
| Number of shares acquired | 株式会社アンビスホールディングス西日本: 1,000 shares; 株式会社アンビス西日本: 200 shares. The number of voting rights is Not disclosed. |
| Voting rights ownership percentage | Before 100% for both companies → after 0% for both companies |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending September 2027, including gains or losses on the transfer and other effects arising from the absorption-type company splits and this share transfer, is currently under review. |
| Date of board resolution | 28 September 2026 |
| Contract Date | 28 September 2026 (absorption-type company splits 1 and 2 and this share transfer) |
| Execution Date / Effective Date | Absorption-type company split 2: 1 November 2026 (planned). Absorption-type company split 1 and this share transfer: 16 November 2026 (planned). This share transfer is conditional on the absorption-type company splits taking effect. |
| Conditions Precedent to Execution | This share transfer is conditional on the absorption-type company splits taking effect. Resolutions at a general meeting of shareholders are scheduled for absorption-type company split 1 and this share transfer. |
| Management structure after acquisition | Following the absorption-type company splits, no changes are planned to the names, locations, titles and names of representatives, business descriptions, stated capital or fiscal year-end of the Company, 株式会社アンビスホールディングス西日本, 株式会社アンビス, or 株式会社アンビス西日本. The post-transfer management structure and treatment of employees are Not disclosed. |
Items this document does not state (14)
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 focus on operating Ishinkan facilities, which accept patients with high levels of medical dependency and at the end of life, and to concentrate management resources in the Tokyo metropolitan and eastern Japan regions, where the Company can leverage its strengths. The Company also aims to grow the businesses subject to the transaction by utilizing the expertise and business platform of NSSK, the transferee, and to use the transfer proceeds to strengthen its financial base and fund growth investments.