Worth reading
57In 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
150000
¥ thousandWording
Conditional
How definitive the wording is.This transaction
TransactionCounterparty株式会社ハルメク
Disclosing companyJAPAN CRAFT HOLDINGS 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
Operates culture schools where students learn about and enjoy handmade crafts
Location Chiyoda-ku, TokyoShare capital ¥30 million (as of 31 March 2025)Date of incorporation 30 June 1977
Net Sales¥775 million (fiscal year ended March 2025)
Operating profit¥28 million (fiscal year ended March 2025)
Net income for the current fiscal year¥15 million (fiscal year ended March 2025)
Net assetsNegative ¥8 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥150 million (transfer price)
Amount of extraordinary income (loss)A gain on the sale of shares in a subsidiary is expected to be recognised as extraordinary income in the consolidated financial statements for the fiscal year ending June 2026; amount not disclosed
Impact on Business Performance
The impact of removing 株式会社ヴォーグ学園 from the scope of consolidation is immaterial. The impact on the consolidated financial statements for the fiscal year ending June 2026 is currently under review.
Procedures and assumptions
Conditions Precedent to ExecutionObtaining the necessary approvals from the company’s financial institution lenders for this transaction
Management structure after acquisitionThe company states that it aims to further enhance 株式会社ヴォーグ学園’s corporate value by combining 株式会社ハルメク’s management expertise with its own industry knowledge. The corporate name, representative and treatment of employees are Not disclosed
| Item | Details |
|---|---|
| Transaction name | Transaction |
| Counterparty name | 株式会社ハルメク |
| Name of the Subject Company | 株式会社ヴォーグ学園 |
| Business Description of the Subject Company | Operates culture schools where students learn about and enjoy handmade crafts |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥30 million (as of 31 March 2025) |
| Date of Establishment of the Subject Company | 30 June 1977 |
| Net Sales of the Subject Company | ¥775 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥28 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥15 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | Negative ¥8 million (fiscal year ended March 2025) |
| Acquisition price | ¥150 million (transfer price) |
| Number of shares acquired | 500 shares; number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 100％ → after 0％ |
| Amount of extraordinary income (loss) | A gain on the sale of shares in a subsidiary is expected to be recognised as extraordinary income in the consolidated financial statements for the fiscal year ending June 2026; amount not disclosed |
| Impact on Business Performance | The impact of removing 株式会社ヴォーグ学園 from the scope of consolidation is immaterial. The impact on the consolidated financial statements for the fiscal year ending June 2026 is currently under review. |
| Date of board resolution | 30 April 2026 |
| Contract Date | 30 April 2026 |
| Execution Date / Effective Date | 1 May 2026 (scheduled) |
| Conditions Precedent to Execution | Obtaining the necessary approvals from the company’s financial institution lenders for this transaction |
| Management structure after acquisition | The company states that it aims to further enhance 株式会社ヴォーグ学園’s corporate value by combining 株式会社ハルメク’s management expertise with its own industry knowledge. The corporate name, representative and treatment of employees are Not disclosed |
Items this document does not state (11)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation methodologyIndependent 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.To improve profitability and optimise its business portfolio, the company will concentrate management resources on its core publishing business and improve capital efficiency across the group. It has also determined that leveraging 株式会社ハルメク’s management expertise is the best way to maximise 株式会社ヴォーグ学園’s corporate value.
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.