Worth reading
55In 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
1090
¥ million (approximate total amount including the acquisition price and related costs)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share acquisitionCounterpartyKawada Toshihiro (河田 年弘) (株式会社エミュ), Kawada Yukari (河田 ゆかり) (株式会社エミュ Lab)
Disclosing companyDecollte Holdings Corporation
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
Photography services, operation of photography studios, and sale of photographic supplies, Planning and design of advertising and printed materials, among other services
Location 2nd Floor, SPC Building, 3-1-5 Sakaemachi-dori, Chuo-ku, Kobe, Hyogo Prefecture, 881-1 Okubocho Okubo, Akashi, Hyogo PrefectureShare capital ¥3 million, ¥500 thousandDate of incorporation 7 September 1998, 1 May 2015
Net Sales¥723.484 million (fiscal year ended July 2025), ¥174.558 million (fiscal year ended April 2025)
Operating profitOperating loss of ¥4.089 million (fiscal year ended July 2025), Operating loss of ¥3.201 million (fiscal year ended April 2025)
Net income for the current fiscal yearNet income of ¥8.184 million (fiscal year ended July 2025), Net loss of ¥3.196 million (fiscal year ended April 2025)
Net assetsNet assets of ¥632.711 million (fiscal year ended July 2025), Net assets of ¥58.232 million (fiscal year ended April 2025)
Consideration and expenses
Acquisition price740 million for the common shares of 株式会社エミュ, 260 million for the common shares of 株式会社エミュ Lab
Expenses other than the acquisition priceApprox. ¥90 million in advisory fees and other costs, including advisory fees and brokerage commissions.
Impact on Business Performance
The impact on the company's results for the fiscal year ending September 2026 has not yet been determined.
Procedures and assumptions
Management structure after acquisitionThe company will incorporate エミュ's expertise into the group's anniversary photography studios and promote cross-referrals and introductions between its photo wedding studios and エミュ. Internal administrative functions will also be consolidated at the company. Changes to the corporate names, representatives, and employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Kawada Toshihiro (河田 年弘) (株式会社エミュ), Kawada Yukari (河田 ゆかり) (株式会社エミュ Lab) |
| Name of the Subject Company | 株式会社エミュ, 株式会社エミュ Lab |
| Business Description of the Subject Company | Photography services, operation of photography studios, and sale of photographic supplies, Planning and design of advertising and printed materials, among other services |
| Location of the Subject Company | 2nd Floor, SPC Building, 3-1-5 Sakaemachi-dori, Chuo-ku, Kobe, Hyogo Prefecture, 881-1 Okubocho Okubo, Akashi, Hyogo Prefecture |
| Capital Stock of the Subject Company | ¥3 million, ¥500 thousand |
| Date of Establishment of the Subject Company | 7 September 1998, 1 May 2015 |
| Net Sales of the Subject Company | ¥723.484 million (fiscal year ended July 2025), ¥174.558 million (fiscal year ended April 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥4.089 million (fiscal year ended July 2025), Operating loss of ¥3.201 million (fiscal year ended April 2025) |
| Net Income of the Subject Company | Net income of ¥8.184 million (fiscal year ended July 2025), Net loss of ¥3.196 million (fiscal year ended April 2025) |
| Net Assets of the Subject Company | Net assets of ¥632.711 million (fiscal year ended July 2025), Net assets of ¥58.232 million (fiscal year ended April 2025) |
| Acquisition price | 740 million for the common shares of 株式会社エミュ, 260 million for the common shares of 株式会社エミュ Lab |
| Expenses other than the acquisition price | Approx. ¥90 million in advisory fees and other costs, including advisory fees and brokerage commissions. |
| Number of shares acquired | 株式会社エミュ: 41 shares (41 voting rights), 株式会社エミュ Lab: 31 shares (31 voting rights) |
| Voting rights ownership percentage | Before 0.0％ → after 100.0％ |
| Impact on Business Performance | The impact on the company's results for the fiscal year ending September 2026 has not yet been determined. |
| Date of board resolution | 22 April 2026 |
| Contract Date | 22 April 2026 |
| Execution Date / Effective Date | 30 April 2026 (予定) |
| Management structure after acquisition | The company will incorporate エミュ's expertise into the group's anniversary photography studios and promote cross-referrals and introductions between its photo wedding studios and エミュ. Internal administrative functions will also be consolidated at the company. Changes to the corporate names, representatives, and employee treatment: not disclosed |
Items this document does not state (12)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill 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 company aims to strengthen its anniversary photography services by incorporating エミュ's customer acquisition capabilities, brand, and expertise in children's photography. It will also promote cross-referrals with its existing studios, increase customer lifetime value, develop new services in the photography field, and improve efficiency by consolidating internal administrative functions, thereby contributing to higher corporate value over the medium to long term.
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