Komori
M&A and Subsidiary Changes7075QLS Holdings Co.,LtdInformation and Communications, Services and Others

Notice Regarding the Acquisition of Shares by Our Consolidated Subsidiary

株式会社和み, a consolidated subsidiary of the Company, has resolved to acquire all 180 shares of 株式会社だんだん, making it a grand-subsidiary of the Company. The acquisition price has not been disclosed due to confidentiality obligations between the parties.

Worth reading
39Recurring
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
100
Voting rights ratio
Wording
Conditional
How definitive the wording is.

This transaction

Share Acquisition
Counterparty株式会社ヴェスパー
Disclosing companyQLS Holdings Co.,Ltd
株式会社だんだんVoting rights ownership percentageNumber of shares acquired 180 shares (voting rights ratio: 100%)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Nursing Care Business

Location Akita, Akita PrefectureShare capital ¥9 millionDate of incorporation June 2018
Net Sales¥234.310 million (fiscal year ended November 2025)
Operating profit¥2.167 million (fiscal year ended November 2025)
Net income for the current fiscal year¥402,000 (fiscal year ended November 2025)
Net assets¥19.630 million (fiscal year ended November 2025)
Consideration and expenses
Acquisition priceThe acquisition price has not been disclosed due to confidentiality obligations between the parties.
Impact on Business Performance

The impact of this transaction on consolidated results for the fiscal year ending March 2027 is expected to be minor.

Procedures and assumptions
Management structure after acquisitionThe company will become a grand-subsidiary of the Company. Following the transaction, 株式会社和み will own 100% of its shares. The trade name change, representative, and treatment of employees are not disclosed.
This transaction
ItemDetails
Transaction nameShare Acquisition
Counterparty name株式会社ヴェスパー
Name of the Subject Company株式会社だんだん
Business Description of the Subject CompanyNursing Care Business
Location of the Subject CompanyAkita, Akita Prefecture
Capital Stock of the Subject Company¥9 million
Date of Establishment of the Subject CompanyJune 2018
Net Sales of the Subject Company¥234.310 million (fiscal year ended November 2025)
Operating Profit of the Subject Company¥2.167 million (fiscal year ended November 2025)
Net Income of the Subject Company¥402,000 (fiscal year ended November 2025)
Net Assets of the Subject Company¥19.630 million (fiscal year ended November 2025)
Acquisition priceThe acquisition price has not been disclosed due to confidentiality obligations between the parties.
Number of shares acquired180 shares (voting rights ratio: 100%)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact of this transaction on consolidated results for the fiscal year ending March 2027 is expected to be minor.
Date of board resolution29 May 2026
Contract Date1 June 2026
Execution Date / Effective Date1 June 2026 (share acquisition date)
Management structure after acquisitionThe company will become a grand-subsidiary of the Company. Following the transaction, 株式会社和み will own 100% of its shares. The trade name change, representative, and treatment of employees are not disclosed.
Items this document does not state (13)
Expenses other than the acquisition priceType 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 Execution

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 reduce reliance on the childcare business, expand the nursing care and welfare business and staffing services, and build a strong management structure. The Company also intends to leverage 株式会社だんだん's operation of a short-term residential care facility in Akita, Akita Prefecture, to focus on expanding its nursing care and welfare business in the Tohoku region.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
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 by Our Consolidated Subsidiary | QLS Holdings Co.,Ltd (7075) timely disclosure | Komori