Worth reading
66In 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
507
¥ million (approximate total acquisition price)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares and conversion into a subsidiaryCounterpartyEast Japan Railway Company
Disclosing companybaby calendar Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
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
Publishing of the magazine Orange Page and other magazines and books; information-provision services through marketing; sales centered on household goods; and operation of events and courses focused on food and lifestyle
Location Minato-ku, TokyoShare capital ¥50 millionDate of incorporation 12 February 1988
Net Sales¥2,828 million (fiscal year ended February 2026)
Operating profit-¥21 million (fiscal year ended February 2026)
Net income for the current fiscal year-¥39 million (fiscal year ended February 2026)
Net assets¥2,755 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition priceCommon shares of 株式会社オレンジページ: ¥500 million; total (approximate amount): ¥507 million
Expenses other than the acquisition priceAdvisory fees and other costs (approximate amount): ¥7 million
Type of ConsiderationCash
Funding arrangementsThe Company plans to fund the entire amount with internal funds
Impact on Business Performance
The impact of this share acquisition on the consolidated results for the fiscal year ending December 2026 is currently under review. The company states that it will promptly disclose any matters requiring disclosure that arise in the future.
Procedures and assumptions
Valuation methodologyThe consideration was determined after comprehensively taking into account the results of financial, tax and legal due diligence, the financial position of 株式会社オレンジページ and other factors, following discussions and negotiations with East Japan Railway Company.
Conditions Precedent to ExecutionBy the share transfer completion date, 株式会社オレンジページ is scheduled to pay approximately ¥2 billion in dividends to East Japan Railway Company, while retaining the working capital necessary to operate the business after the share transfer. The payment of these dividends is a condition underlying the acquisition consideration.
Management structure after acquisition株式会社オレンジページ is scheduled to become a wholly owned subsidiary. An extraordinary general meeting of shareholders will be held on 2 November 2026 to determine the composition of its officers. No changes to its corporate name or location are scheduled. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares and conversion into a subsidiary |
| Counterparty name | East Japan Railway Company |
| Name of the Subject Company | 株式会社オレンジページ |
| Business Description of the Subject Company | Publishing of the magazine Orange Page and other magazines and books; information-provision services through marketing; sales centered on household goods; and operation of events and courses focused on food and lifestyle |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 12 February 1988 |
| Net Sales of the Subject Company | ¥2,828 million (fiscal year ended February 2026) |
| Operating Profit of the Subject Company | -¥21 million (fiscal year ended February 2026) |
| Net Income of the Subject Company | -¥39 million (fiscal year ended February 2026) |
| Net Assets of the Subject Company | ¥2,755 million (fiscal year ended February 2026) |
| Acquisition price | Common shares of 株式会社オレンジページ: ¥500 million; total (approximate amount): ¥507 million |
| Expenses other than the acquisition price | Advisory fees and other costs (approximate amount): ¥7 million |
| Type of Consideration | Cash |
| Number of shares acquired | 9,910 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before Before the change: 0 shares (percentage not stated) → after 100％ |
| Funding arrangements | The Company plans to fund the entire amount with internal funds |
| Impact on Business Performance | The impact of this share acquisition on the consolidated results for the fiscal year ending December 2026 is currently under review. The company states that it will promptly disclose any matters requiring disclosure that arise in the future. |
| Date of board resolution | 15 September 2026 |
| Contract Date | 15 September 2026 |
| Execution Date / Effective Date | 2 November 2026 (予定) |
| Valuation methodology | The consideration was determined after comprehensively taking into account the results of financial, tax and legal due diligence, the financial position of 株式会社オレンジページ and other factors, following discussions and negotiations with East Japan Railway Company. |
| Conditions Precedent to Execution | By the share transfer completion date, 株式会社オレンジページ is scheduled to pay approximately ¥2 billion in dividends to East Japan Railway Company, while retaining the working capital necessary to operate the business after the share transfer. The payment of these dividends is a condition underlying the acquisition consideration. |
| Management structure after acquisition | 株式会社オレンジページ is scheduled to become a wholly owned subsidiary. An extraordinary general meeting of shareholders will be held on 2 November 2026 to determine the composition of its officers. No changes to its corporate name or location are scheduled. Employee treatment: Not disclosed |
Items this document does not state (8)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent 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.The companies will mutually leverage 株式会社オレンジページ’s business foundations in publishing, e-commerce and events, together with ベビーカレンダー’s expertise in operating web media, content production and SEO, to expand content value and revenue opportunities. The transaction is also intended to create new business opportunities and contribute to the enhancement of corporate value over the medium to long term.
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