Worth reading
81Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
2110
Yen per common shareWording
Conditional
How definitive the wording is.This transaction
This tender offer (MBO), followed by this share consolidation and share exchangeCounterparty株式会社JG44
Disclosing companyHYUGA PRIMARY CARE Co.,Ltd.
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.
Target company
(a) Home-visit pharmacy business: dispensing pharmaceuticals for patients based on prescriptions issued by medical institutions providing home healthcare and medical institutions located near pharmacies. (b) Kirari Prime business: providing small and medium-sized pharmacy operators with know-how for operating home-visit pharmacies, including regular seminars; leasing a proprietary information system supporting home-visit pharmacy operations; providing consulting services to support the opening of facilities for older adults; providing personnel and sales support, including developing individual patients and nursing care facilities; and providing on-site training. (c) Primary Care Home business: opening and operating residential fee-based nursing homes in Fukuoka and Kumamoto prefectures that provide regularly scheduled and on-demand home-visit nursing and care services.
Date of incorporation November 2007
Net SalesFY ending March 2027 (9 months): ¥9,931 million (financial forecast)
Operating profitFY ending March 2027 (9 months): ¥631 million (financial forecast)
Consideration and expenses
Acquisition price¥2,110 per ordinary share; ¥1,150,800 per Series 3 stock acquisition right; ¥1,150,800 per Series 4 stock acquisition right; and ¥1,015,800 per Series 5 stock acquisition right
Type of ConsiderationMixed consideration. This tender offer will be for cash consideration. Shares of the tender offeror are expected to be delivered in the share exchange.
Merger ratio/share exchange ratioThe share exchange ratio for the share exchange has not been determined as of today. The tender offeror will be the wholly owning parent company in the share exchange, and the Company will be the wholly owned subsidiary.
Tender offer price¥2,110 per ordinary share; ¥1,150,800 per Series 3 stock acquisition right; ¥1,150,800 per Series 4 stock acquisition right; and ¥1,015,800 per Series 5 stock acquisition right
Minimum number of shares to be purchased1,518,400 shares
Tender offer periodFrom 28 September 2026 through 10 November 2026 (30 business days)
Funding arrangementsThe tender offeror is expected to receive equity contributions of up to ¥2,229,451,320 from the JGIA Fund, up to ¥1,018,969,640 from JG III A (Cayman), L.P., and up to ¥1,018,969,640 from JG III B (Cayman), L.P., and to obtain loans of up to ¥4,933,500,000 each from Fukuoka Bank and Mizuho Bank.
Impact on Business Performance
The synergies expected from the execution of this transaction have not been reflected in the financial forecasts because they are difficult to estimate specifically at this time. The amount of any other impact on performance is Not disclosed.
Procedures and assumptions
Valuation methodologyMarket price analysis, comparable company analysis, and discounted cash flow analysis (DCF analysis)
Independent valuation institutionMizuho Securities Co., Ltd.
Special CommitteeEstablished. Comprising 3 members: 2 independent outside directors and 1 independent outside corporate auditor. Ogawa Shinjiro (小川真二郎), Saeki Kyoko (佐伯恭子), and Minamitani Yoji (南谷洋至).
Conditions Precedent to ExecutionCompletion of this tender offer, implementation of this issuer tender offer, approval of this share consolidation and other matters at this extraordinary shareholders' meeting, and implementation of the share exchange following this share consolidation, share split and acquisition of treasury shares, among other conditions.
Management structure after acquisitionRepresentative Director and President Kuroki Tetsushi (黒木哲史) is expected to continue managing the Company after this transaction. The appointment and treatment of the other directors have not been agreed and are expected to be discussed and determined after the transaction. Employees are generally expected to retain their current employment conditions. Kuroki Tetsushi (黒木哲史) and the investment fund are expected to enter into a management delegation agreement. Any change to the corporate name is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This tender offer (MBO), followed by this share consolidation and share exchange |
| Counterparty name | 株式会社JG44 |
| Name of the Subject Company | ＨＹＵＧＡ ＰＲＩＭＡＲＹ ＣＡＲＥ株式会社 |
| Business Description of the Subject Company | (a) Home-visit pharmacy business: dispensing pharmaceuticals for patients based on prescriptions issued by medical institutions providing home healthcare and medical institutions located near pharmacies. (b) Kirari Prime business: providing small and medium-sized pharmacy operators with know-how for operating home-visit pharmacies, including regular seminars; leasing a proprietary information system supporting home-visit pharmacy operations; providing consulting services to support the opening of facilities for older adults; providing personnel and sales support, including developing individual patients and nursing care facilities; and providing on-site training. (c) Primary Care Home business: opening and operating residential fee-based nursing homes in Fukuoka and Kumamoto prefectures that provide regularly scheduled and on-demand home-visit nursing and care services. |
| Date of Establishment of the Subject Company | November 2007 |
| Net Sales of the Subject Company | FY ending March 2027 (9 months): ¥9,931 million (financial forecast) |
| Operating Profit of the Subject Company | FY ending March 2027 (9 months): ¥631 million (financial forecast) |
| Acquisition price | ¥2,110 per ordinary share; ¥1,150,800 per Series 3 stock acquisition right; ¥1,150,800 per Series 4 stock acquisition right; and ¥1,015,800 per Series 5 stock acquisition right |
| Type of Consideration | Mixed consideration. This tender offer will be for cash consideration. Shares of the tender offeror are expected to be delivered in the share exchange. |
| Merger ratio/share exchange ratio | The share exchange ratio for the share exchange has not been determined as of today. The tender offeror will be the wholly owning parent company in the share exchange, and the Company will be the wholly owned subsidiary. |
| Tender offer price | ¥2,110 per ordinary share; ¥1,150,800 per Series 3 stock acquisition right; ¥1,150,800 per Series 4 stock acquisition right; and ¥1,015,800 per Series 5 stock acquisition right |
| Minimum number of shares to be purchased | 1,518,400 shares |
| Tender offer period | From 28 September 2026 through 10 November 2026 (30 business days) |
| Number of shares acquired | The minimum planned purchase quantity is 1,518,400 shares, equivalent to 15,184 voting rights. The tender offeror plans to acquire all of the Company's shares and stock acquisition rights other than the shares not tendered in this tender offer and the Company's treasury shares. |
| Voting rights ownership percentage | Before 0% (the tender offeror does not own any of the Company's shares as of today) → after 69.46% (if purchases are made at the minimum planned purchase quantity) |
| Funding arrangements | The tender offeror is expected to receive equity contributions of up to ¥2,229,451,320 from the JGIA Fund, up to ¥1,018,969,640 from JG III A (Cayman), L.P., and up to ¥1,018,969,640 from JG III B (Cayman), L.P., and to obtain loans of up to ¥4,933,500,000 each from Fukuoka Bank and Mizuho Bank. |
| Impact on Business Performance | The synergies expected from the execution of this transaction have not been reflected in the financial forecasts because they are difficult to estimate specifically at this time. The amount of any other impact on performance is Not disclosed. |
| Date of board resolution | 25 September 2026 |
| Contract Date | 25 September 2026 |
| Execution Date / Effective Date | This tender offer: starts on 28 September 2026 and ends on 10 November 2026. Settlement commencement date: 17 November 2026. This issuer tender offer: from 18 November 2026 through 16 December 2026. This share consolidation: scheduled for early February 2027. This share split and acquisition of treasury shares: scheduled for early March 2027. This share exchange: scheduled for early April 2027. |
| Valuation methodology | Market price analysis, comparable company analysis, and discounted cash flow analysis (DCF analysis) |
| Independent valuation institution | Mizuho Securities Co., Ltd. |
| Special Committee | Established. Comprising 3 members: 2 independent outside directors and 1 independent outside corporate auditor. Ogawa Shinjiro (小川真二郎), Saeki Kyoko (佐伯恭子), and Minamitani Yoji (南谷洋至). |
| Conditions Precedent to Execution | Completion of this tender offer, implementation of this issuer tender offer, approval of this share consolidation and other matters at this extraordinary shareholders' meeting, and implementation of the share exchange following this share consolidation, share split and acquisition of treasury shares, among other conditions. |
| Management structure after acquisition | Representative Director and President Kuroki Tetsushi (黒木哲史) is expected to continue managing the Company after this transaction. The appointment and treatment of the other directors have not been agreed and are expected to be discussed and determined after the transaction. Employees are generally expected to retain their current employment conditions. Kuroki Tetsushi (黒木哲史) and the investment fund are expected to enter into a management delegation agreement. Any change to the corporate name is Not disclosed. |
Items this document does not state (7)
Location of the Subject CompanyCapital Stock of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceGoodwill amountAmount of extraordinary income (loss)
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 Company explains that its low share price and the constraints of focusing on short-term performance and market valuation as a listed company have limited growth investment and transformation of its business portfolio. Following the privatization, it aims to achieve medium- to long-term growth by leveraging JGIA's personnel, funding, network and expertise to strengthen its organizational infrastructure, sales capabilities, use of DX and AI, and M&A activities. At the same time, the Company recognizes that privatization will eliminate its ability to conduct equity financing and may affect the creditworthiness and name recognition associated with being listed.
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