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MergerCounterparty (target company)みちのくカード株式会社
Disclosing companyProcrea Holdings,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Credit card operations
Location Aomori, Aomori PrefectureShare capital ¥30 millionDate of incorporation 1 August 1990
Net Sales¥357 million (fiscal year ended March 2026)
Operating profitOperating loss of ¥30 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet income of ¥2 million (fiscal year ended March 2026)
Net assetsNet assets of ¥1,258 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares or other monetary consideration will be issued
Type of ConsiderationNo consideration (no shares or other monetary consideration will be issued)
Impact on Business Performance
The impact of the merger and the corporate name change on the Company's consolidated results will be immaterial, and they will have no impact on the Company's announced earnings forecast for the fiscal year ending March 2027.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the shareholders' meetings of the merger parties. November–December 2026 (scheduled)
Management structure after acquisitionThe surviving company's corporate name is scheduled to change to "青森みちのくカード株式会社." Its location will be 1-16-16 Furukawa, Aomori, Aomori Prefecture; its business will be credit card operations; and its capital will be ¥56 million. The title and name of the representative have not been determined. Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | Merger |
| Counterparty name | みちのくカード株式会社 |
| Name of the Subject Company | みちのくカード株式会社 |
| Business Description of the Subject Company | Credit card operations |
| Location of the Subject Company | Aomori, Aomori Prefecture |
| Capital Stock of the Subject Company | ¥30 million |
| Date of Establishment of the Subject Company | 1 August 1990 |
| Net Sales of the Subject Company | ¥357 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Operating loss of ¥30 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | Net income of ¥2 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | Net assets of ¥1,258 million (fiscal year ended March 2026) |
| Acquisition price | No shares or other monetary consideration will be issued |
| Type of Consideration | No consideration (no shares or other monetary consideration will be issued) |
| Voting rights ownership percentage | Before 100% (株式会社青森みちのく銀行) (after not disclosed) |
| Impact on Business Performance | The impact of the merger and the corporate name change on the Company's consolidated results will be immaterial, and they will have no impact on the Company's announced earnings forecast for the fiscal year ending March 2027. |
| Date of board resolution | 30 October 2026 |
| Contract Date | 30 October 2026 |
| Execution Date / Effective Date | 1 October 2027 (scheduled) |
| Conditions Precedent to Execution | Approval at the shareholders' meetings of the merger parties. November–December 2026 (scheduled) |
| Management structure after acquisition | The surviving company's corporate name is scheduled to change to "青森みちのくカード株式会社." Its location will be 1-16-16 Furukawa, Aomori, Aomori Prefecture; its business will be credit card operations; and its capital will be ¥56 million. The title and name of the representative have not been determined. Employee treatment: not disclosed. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.The merger is intended to consolidate management resources, streamline the management structure, integrate the sales bases and improve services. The corporate name will also be unified because the company will be a subsidiary of 株式会社青森みちのく銀行, the Group's core subsidiary.
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