Worth reading
40Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
25
Hundreds of millions of yenWording
Conditional
How definitive the wording is.This transaction
Stock investment agreement and this corporate reorganizationCounterpartyThe Shoko Chukin Bank, Ltd., 京都キャピタルパートナーズ株式会社
Disclosing companySERENDIP HOLDINGS Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Acquisition, ownership and management of shares in manufacturing and other companies
Location Naka-ku, NagoyaShare capital ¥1 millionDate of incorporation 1 June 2026
Consideration and expenses
Acquisition price¥2.5 billion in total (¥500 million contributed by the Company and ¥2 billion contributed by 商工中金 and 京都キャピタルパートナーズ)
Type of ConsiderationCash (capital contribution under the stock investment agreement)
Funding arrangementsIn addition to a ¥500 million capital increase by the Company, JMS will receive ¥2 billion in capital contributions from 商工中金 and 京都キャピタルパートナーズ
Impact on Business Performance
The impact of this matter on the Company's consolidated results is immaterial.
Procedures and assumptions
Management structure after acquisitionThe representative director of JMS is Takeuchi Aru (竹内在). JMS and its subsidiaries will be managed and operated as consolidated subsidiaries of the Company under the Company’s voting control, with their investment policy, governance, significant management decisions, and performance management and consolidation handled on an integrated basis. There will be no changes to アペックス’s corporate information, business activities, management structure, or role within the Company’s group.
| Item | Details |
|---|---|
| Transaction name | Stock investment agreement and this corporate reorganization |
| Counterparty name | The Shoko Chukin Bank, Ltd., 京都キャピタルパートナーズ株式会社 |
| Name of the Subject Company | 株式会社ものづくり事業承継ホールディングス |
| Business Description of the Subject Company | Acquisition, ownership and management of shares in manufacturing and other companies |
| Location of the Subject Company | Naka-ku, Nagoya |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 1 June 2026 |
| Acquisition price | ¥2.5 billion in total (¥500 million contributed by the Company and ¥2 billion contributed by 商工中金 and 京都キャピタルパートナーズ) |
| Type of Consideration | Cash (capital contribution under the stock investment agreement) |
| Voting rights ownership percentage | Before 100％ → after Under the Company’s voting control (figure undisclosed) |
| Funding arrangements | In addition to a ¥500 million capital increase by the Company, JMS will receive ¥2 billion in capital contributions from 商工中金 and 京都キャピタルパートナーズ |
| Impact on Business Performance | The impact of this matter on the Company's consolidated results is immaterial. |
| Date of board resolution | 26 May 2026 |
| Contract Date | 22 June 2026 |
| Execution Date / Effective Date | 1 June 2026 (registration of JMS’s incorporation, share transfer involving アペックス, and transfer of SPC shares); 26 June 2026 (scheduled payment for the capital increase under the stock investment agreement) |
| Management structure after acquisition | The representative director of JMS is Takeuchi Aru (竹内在). JMS and its subsidiaries will be managed and operated as consolidated subsidiaries of the Company under the Company’s voting control, with their investment policy, governance, significant management decisions, and performance management and consolidation handled on an integrated basis. There will be no changes to アペックス’s corporate information, business activities, management structure, or role within the Company’s group. |
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Valuation 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 purpose is to centralize investment and fundraising functions around JMS and establish a flexible investment execution structure by utilizing external funds. Another reason is to introduce external funds while avoiding dilution of the value of existing shareholders’ shares.
How to read this page
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