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M&A and Subsidiary Changes7361Human Creation Holdings,Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in Life Shield Co., Ltd., a Company Engaged in the Nursing Care and Medical Businesses, to Make It a Subsidiary

Human Creation Holdings,Inc. has decided to acquire all 400 shares of Life Shield Co., Ltd. from 2 individual shareholders, making it a wholly owned subsidiary. The share transfer is scheduled to be completed on 1 July 2026.

Worth reading
60In 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
395
¥ million (total consideration and acquisition-related expenses, approximate amount)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyMiyazaki Koji (宮崎 宏二), Hinagata Tatsuhiro (日永田 達弘)
Disclosing companyHuman Creation Holdings,Inc.
株式会社ライフシールドVoting rights ownership percentageNumber of shares acquired 400 shares (400 voting rights)

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.White points represent dates designated as scheduled dates in the document.
Target company

Staffing services Recruitment services

Location Chuo-ku, TokyoShare capital ¥20 millionDate of incorporation 24 January 2014
Net Sales¥1,501 million (fiscal year ended March 2026)
Operating profit¥11 million (fiscal year ended March 2026)
Net income for the current fiscal year¥4 million (fiscal year ended March 2026)
Net assets¥176 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceCommon shares: ¥360 million
Expenses other than the acquisition priceAcquisition-related expenses (approximate amount): ¥35 million
Type of ConsiderationCash (¥360 million purchase price for common shares)
Impact on Business Performance

The impact on the Company's consolidated results for the fiscal year ending September 2026 is currently under review. The Company will promptly disclose any matters that should be disclosed if they arise.

Procedures and assumptions
Valuation methodologyThe purchase price was negotiated and determined with the counterparty to the share acquisition based on the target company's past performance, current financial position, future management plans, and the due diligence conducted.
Management structure after acquisitionThe Company plans to deploy its Group's expertise in recruiting and training specialized personnel, sales management methods, and corporate management systems at Life Shield. Trade name, representative, and employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameMiyazaki Koji (宮崎 宏二), Hinagata Tatsuhiro (日永田 達弘)
Name of the Subject Company株式会社ライフシールド
Business Description of the Subject CompanyStaffing services Recruitment services
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥20 million
Date of Establishment of the Subject Company24 January 2014
Net Sales of the Subject Company¥1,501 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥11 million (fiscal year ended March 2026)
Net Income of the Subject Company¥4 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥176 million (fiscal year ended March 2026)
Acquisition priceCommon shares: ¥360 million
Expenses other than the acquisition priceAcquisition-related expenses (approximate amount): ¥35 million
Type of ConsiderationCash (¥360 million purchase price for common shares)
Number of shares acquired400 shares (400 voting rights)
Voting rights ownership percentageBefore 0.00% → after 100.00%
Impact on Business PerformanceThe impact on the Company's consolidated results for the fiscal year ending September 2026 is currently under review. The Company will promptly disclose any matters that should be disclosed if they arise.
Date of board resolution26 June 2026
Contract Date26 June 2026
Execution Date / Effective Date1 July 2026 (予定)
Valuation methodologyThe purchase price was negotiated and determined with the counterparty to the share acquisition based on the target company's past performance, current financial position, future management plans, and the due diligence conducted.
Management structure after acquisitionThe Company plans to deploy its Group's expertise in recruiting and training specialized personnel, sales management methods, and corporate management systems at Life Shield. Trade name, representative, and employee treatment: not disclosed
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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.

Amid tight supply and demand for specialized personnel in the nursing care and medical fields, the Company intends to bring in Life Shield's staffing and recruitment businesses, its registered staff base of more than 20,000 people, and its customer base of approximately 400 companies. The Company plans to deploy the Group's expertise in recruitment and training, sales management, corporate management, and IT and DX at Life Shield, with the aim of improving recruitment capabilities, utilization rates, operating efficiency, and profitability, and expanding its human resources services business.

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Notice Regarding the Acquisition of Shares in Life Shield Co., Ltd., a Company Engaged in the Nursing Care and Medical Businesses, to Make It a Subsidiary | Human Creation Holdings,Inc. (7361) timely disclosure | Komori