Worth reading
73In focus
Scored from 2 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Conversion of 株式会社WITHホールディングス into a wholly owned subsidiaryCounterpartyティーキャピタルパートナーズ株式会社 (TMCAP2016 Investment Limited Partnership), 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.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
Management consulting services
Location Kawaguchi, Saitama PrefectureShare capital ¥100 millionDate of incorporation January 2017
Consideration and expenses
Type of ConsiderationCash
Impact on Business Performance
The impact on the Company's consolidated results for the current fiscal year is currently under review. The Company will promptly announce the impact once its earnings forecast has been finalized
Procedures and assumptions
Management structure after acquisitionEffective 8 May 2026, Nakanishi Masafumi (中西 正文) was appointed Representative Director and Chairman of 株式会社WITHホールディングス, and Arai Minoru (新井 実) was appointed Representative Director and President. Nakanishi will concurrently serve as Representative Director and President of the Company and Chairman of the 3 subsidiaries of WITHホールディングス, while Arai will concurrently serve as President of 2 of those subsidiaries. Changes to the target company's corporate name and employee treatment are not disclosed
| Item | Details |
|---|---|
| Transaction name | Conversion of 株式会社WITHホールディングス into a wholly owned subsidiary |
| Counterparty name | ティーキャピタルパートナーズ株式会社 (TMCAP2016 Investment Limited Partnership), 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 million |
| Date of Establishment of the Subject Company | January 2017 |
| Type of Consideration | Cash |
| Number of shares acquired | 66.6% of the common shares of 株式会社WITHホールディングス. The number of shares and voting rights are not disclosed |
| Voting rights ownership percentage | After 100% (before not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results for the current fiscal year is currently under review. The Company will promptly announce the impact once its earnings forecast has been finalized |
| Contract Date | 23 March 2026 |
| Execution Date / Effective Date | 8 May 2026 (completed) |
| Management structure after acquisition | Effective 8 May 2026, Nakanishi Masafumi (中西 正文) was appointed Representative Director and Chairman of 株式会社WITHホールディングス, and Arai Minoru (新井 実) was appointed Representative Director and President. Nakanishi will concurrently serve as Representative Director and President of the Company and Chairman of the 3 subsidiaries of WITHホールディングス, while Arai will concurrently serve as President of 2 of those subsidiaries. Changes to the target company's corporate name and employee treatment are not disclosed |
Items this document does not state (18)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses 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)Date of board resolutionValuation 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.The completion of the transactions is stated, but no specific reason or objective for making the company a wholly owned subsidiary is provided.
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.