Worth reading
77Important
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
3087
¥ millionWording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty株式会社国土信和, 株式会社日本クリード
Disclosing companyLiving Platform,Ltd.
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
① Nursing care and disability support businesses: 14 facilities, including group homes for people with disabilities and short-term accommodation facilities, with capacity for 430 people; 15 day-care facilities with capacity for 361 people; 4 Type B continuous employment support offices with capacity for 73 people; and 1 residential fee-based home for the elderly with capacity for 38 people ② Real estate management business: 45 rental housing properties and 199 building management properties ③ Public facility business: 5 facilities
Location Chuo-ku, Tokyo (for both KS and NC)Share capital 株式会社国土信和: ¥20 million, 株式会社日本クリード: ¥10 millionDate of incorporation 株式会社国土信和: May 1999, 株式会社日本クリード: June 2001
Net Sales株式会社国土信和: ¥1,854 million (fiscal year ended April 2026), 株式会社日本クリード: ¥2,538 million (fiscal year ended March 2026)
Operating profit株式会社国土信和: ¥479 million (fiscal year ended April 2026), 株式会社日本クリード: ¥200 million (fiscal year ended March 2026)
Net income for the current fiscal year株式会社国土信和: ¥324 million (fiscal year ended April 2026), 株式会社日本クリード: ¥141 million (fiscal year ended March 2026)
Net assets株式会社国土信和: ¥894 million (fiscal year ended April 2026), 株式会社日本クリード: ¥304 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥2.307 billion for 株式会社国土信和 and ¥780 million for 株式会社日本クリード (¥3.087 billion in total)
Type of ConsiderationCash (CPF is scheduled to pay ¥2.307 billion to KS and ¥780 million to NC)
Funding arrangementsScheduled to be funded with borrowings
Goodwill amountUndecided at present. No amortization period has been disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on results for the fiscal year ending March 2027 is currently under review and has not been determined, as it is difficult at this stage to calculate the impact on the earnings forecast. The Company plans to disclose the impact promptly once it has been determined
Procedures and assumptions
Valuation methodologyDiscounted cash flow method (DCF method)
Independent valuation institution株式会社赤坂国際会計
Conditions Precedent to ExecutionA resolution at the CPF shareholders' meeting (scheduled for 25 November 2026). In addition, the procedures for obtaining the administrative licenses, approvals and designations required for certain parts of the businesses to be transferred must be completed. Depending on when these procedures are completed, it may not be possible to transfer those businesses by the effective date
Management structure after acquisitionThere will be no changes to CPF's corporate name, location, titles or names of its representative, capital or fiscal year-end. The business description is expected to be expanded to include the real estate management business and public facility business. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社国土信和, 株式会社日本クリード |
| Name of the Subject Company | The businesses in question of 株式会社国土信和 and 株式会社日本クリード |
| Business Description of the Subject Company | ① Nursing care and disability support businesses: 14 facilities, including group homes for people with disabilities and short-term accommodation facilities, with capacity for 430 people; 15 day-care facilities with capacity for 361 people; 4 Type B continuous employment support offices with capacity for 73 people; and 1 residential fee-based home for the elderly with capacity for 38 people ② Real estate management business: 45 rental housing properties and 199 building management properties ③ Public facility business: 5 facilities |
| Location of the Subject Company | Chuo-ku, Tokyo (for both KS and NC) |
| Capital Stock of the Subject Company | 株式会社国土信和: ¥20 million, 株式会社日本クリード: ¥10 million |
| Date of Establishment of the Subject Company | 株式会社国土信和: May 1999, 株式会社日本クリード: June 2001 |
| Net Sales of the Subject Company | 株式会社国土信和: ¥1,854 million (fiscal year ended April 2026), 株式会社日本クリード: ¥2,538 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | 株式会社国土信和: ¥479 million (fiscal year ended April 2026), 株式会社日本クリード: ¥200 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | 株式会社国土信和: ¥324 million (fiscal year ended April 2026), 株式会社日本クリード: ¥141 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | 株式会社国土信和: ¥894 million (fiscal year ended April 2026), 株式会社日本クリード: ¥304 million (fiscal year ended March 2026) |
| Acquisition price | ¥2.307 billion for 株式会社国土信和 and ¥780 million for 株式会社日本クリード (¥3.087 billion in total) |
| Type of Consideration | Cash (CPF is scheduled to pay ¥2.307 billion to KS and ¥780 million to NC) |
| Funding arrangements | Scheduled to be funded with borrowings |
| Goodwill amount | Undecided at present. No amortization period has been disclosed |
| Impact on Business Performance | The impact on results for the fiscal year ending March 2027 is currently under review and has not been determined, as it is difficult at this stage to calculate the impact on the earnings forecast. The Company plans to disclose the impact promptly once it has been determined |
| Date of board resolution | 15 September 2026 (the date of the board resolution approving participation in the tender process associated with this absorption-type company split) |
| Contract Date | 8 October 2026 |
| Execution Date / Effective Date | 1 December 2026 (予定) |
| Valuation methodology | Discounted cash flow method (DCF method) |
| Independent valuation institution | 株式会社赤坂国際会計 |
| Conditions Precedent to Execution | A resolution at the CPF shareholders' meeting (scheduled for 25 November 2026). In addition, the procedures for obtaining the administrative licenses, approvals and designations required for certain parts of the businesses to be transferred must be completed. Depending on when these procedures are completed, it may not be possible to transfer those businesses by the effective date |
| Management structure after acquisition | There will be no changes to CPF's corporate name, location, titles or names of its representative, capital or fiscal year-end. The business description is expected to be expanded to include the real estate management business and public facility business. Employee treatment: not disclosed |
Items this document does not state (9)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageAmount of extraordinary income (loss)Special 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 transfer of these businesses will strengthen the Group's dominant strategy in its disability support business in the Tokyo metropolitan area and provide a foundation for expanding its market share.
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