Worth reading
59In focus
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
8085
¥ millionWording
Conditional
How definitive the wording is.This transaction
This transactionCounterpartyTMCAP2016 投資事業有限責任組合, 合同会社 TOSHI
Disclosing companySmile Holdings 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
Management consulting services
Location Kawaguchi, Saitama PrefectureShare capital ¥100,000,000Date of incorporation January 2017
Net Sales¥13,162 million (fiscal year ended October 2025)
Operating profit¥660 million (fiscal year ended October 2025)
Net income for the current fiscal year¥231 million (fiscal year ended October 2025, net income attributable to owners of the parent)
Net assets¥6,535 million (fiscal year ended October 2025)
Consideration and expenses
Acquisition price¥8,085 million (acquisition of 66.6% of the common shares) / ¥4,055 million (total subscription amount for Class A shares and consideration for the target company’s repurchase of its own shares)
Expenses other than the acquisition price¥541 million (estimated costs of financial, tax and legal due diligence, business valuation and acquisition financing)
Type of ConsiderationCash (payment for the acquisition of common shares and subscription for Class A shares)
Funding arrangementsThe method of financing the acquisition is not disclosed. The funds paid for the Class A shares will be used by the target company as the source of funds to acquire its own shares from 合同会社TOSHI.
Impact on Business Performance
The specific impact of this transaction on earnings forecasts is currently under review. The company will promptly disclose any matters requiring disclosure.
Procedures and assumptions
Valuation methodologyReasonably calculated based on the equity value of the target company (no specific valuation method disclosed)
Conditions Precedent to ExecutionThese class shares will be issued through a third-party allotment to our company, subject to completion of this share transfer.
Management structure after acquisitionThe disclosure states that the target company’s 3 subsidiaries will also become part of our group after the share transfer is completed. Changes to the corporate name, representative and employee treatment are not disclosed.
| Item | Details |
|---|---|
| Transaction name | This transaction |
| Counterparty name | TMCAP2016 投資事業有限責任組合, 合同会社 TOSHI |
| Name of the Subject Company | 株式会社 WITH ホールディングス |
| Business Description of the Subject Company | Management consulting services |
| Location of the Subject Company | Kawaguchi, Saitama Prefecture |
| Capital Stock of the Subject Company | ¥100,000,000 |
| Date of Establishment of the Subject Company | January 2017 |
| Net Sales of the Subject Company | ¥13,162 million (fiscal year ended October 2025) |
| Operating Profit of the Subject Company | ¥660 million (fiscal year ended October 2025) |
| Net Income of the Subject Company | ¥231 million (fiscal year ended October 2025, net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥6,535 million (fiscal year ended October 2025) |
| Acquisition price | ¥8,085 million (acquisition of 66.6% of the common shares) / ¥4,055 million (total subscription amount for Class A shares and consideration for the target company’s repurchase of its own shares) |
| Expenses other than the acquisition price | ¥541 million (estimated costs of financial, tax and legal due diligence, business valuation and acquisition financing) |
| Type of Consideration | Cash (payment for the acquisition of common shares and subscription for Class A shares) |
| Number of shares acquired | 78,190 shares (78,189 common shares + 1 Class A share). The number of voting rights is not disclosed. Class A shares carry no voting rights. |
| Voting rights ownership percentage | Before 0％ → after 100.00％ |
| Funding arrangements | The method of financing the acquisition is not disclosed. The funds paid for the Class A shares will be used by the target company as the source of funds to acquire its own shares from 合同会社TOSHI. |
| Impact on Business Performance | The specific impact of this transaction on earnings forecasts is currently under review. The company will promptly disclose any matters requiring disclosure. |
| Date of board resolution | 23 March 2026 |
| Contract Date | 23 March 2026 |
| Execution Date / Effective Date | 8 May 2026 (予定) |
| Valuation methodology | Reasonably calculated based on the equity value of the target company (no specific valuation method disclosed) |
| Conditions Precedent to Execution | These class shares will be issued through a third-party allotment to our company, subject to completion of this share transfer. |
| Management structure after acquisition | The disclosure states that the target company’s 3 subsidiaries will also become part of our group after the share transfer is completed. Changes to the corporate name, representative and employee treatment are not disclosed. |
Items this document does not state (8)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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.The target group’s business platform is highly compatible with our group’s existing businesses, and we determined that creating economies of scale and sharing operational know-how would contribute to stabilizing our existing businesses and strengthening our earnings base. We also expect to diversify our business portfolio and expand growth opportunities by entering new areas such as nursing care, publicly funded after-school services and developmental support services.
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