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M&A and Subsidiary Changes7575Japan Lifeline Co.,Ltd.Trading & Wholesale

Notice Regarding the Change in a Specified Subsidiary Resulting from the Acquisition of U.S.-Based Cross Vascular and a Capital Increase

Japan Lifeline Co., Ltd. has decided to acquire all shares of US-based Cross Vascular through its wholly owned subsidiary JLL Med USA, making Cross Vascular a wholly owned sub-subsidiary. In addition, JLL Med USA will make a capital contribution to Cross Vascular through a capital increase, making Cross Vascular a specified subsidiary.

Worth reading
54Recurring
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
977
¥ million (approx.; total of the acquisition price, advisory fees and other costs)
Wording
Conditional
How definitive the wording is.

This transaction

This acquisition and capital increase
CounterpartyUndisclosed at the counterparty's request
Disclosing companyJapan Lifeline Co.,Ltd.
Cross Vascular, Inc.Voting rights ownership percentageNumber of shares acquired 8,900,000 shares (number of voting rights: 8,900,000)

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

Development of a radiofrequency system for transseptal puncture

Location California, United States (Solana Beach)Share capital US$8,900Date of incorporation 14 April 2020
Net Sales— (year ended December 2025, US$ thousand)
Operating profit-2 (year ended December 2025, US$ thousand)
Net income for the current fiscal year-2 (year ended December 2025, US$ thousand)
Net assets-3,091 (year ended December 2025, US$ thousand)
Consideration and expenses
Acquisition priceUS$4,734 thousand (approximately ¥743 million at ¥157 per US$1; comprising US$734 thousand paid to shareholders and up to US$4,000 thousand as an earn-out)
Expenses other than the acquisition priceAdvisory fees and other costs: approximately ¥234 million
Type of ConsiderationCash (payments to shareholders and earn-out)
Impact on Business Performance

The impact of this acquisition and capital increase on the Company's results will be immaterial.

This transaction
ItemDetails
Transaction nameThis acquisition and capital increase
Counterparty nameUndisclosed at the counterparty's request
Name of the Subject CompanyCross Vascular, Inc.
Business Description of the Subject CompanyDevelopment of a radiofrequency system for transseptal puncture
Location of the Subject CompanyCalifornia, United States (Solana Beach)
Capital Stock of the Subject CompanyUS$8,900
Date of Establishment of the Subject Company14 April 2020
Net Sales of the Subject Company— (year ended December 2025, US$ thousand)
Operating Profit of the Subject Company-2 (year ended December 2025, US$ thousand)
Net Income of the Subject Company-2 (year ended December 2025, US$ thousand)
Net Assets of the Subject Company-3,091 (year ended December 2025, US$ thousand)
Acquisition priceUS$4,734 thousand (approximately ¥743 million at ¥157 per US$1; comprising US$734 thousand paid to shareholders and up to US$4,000 thousand as an earn-out)
Expenses other than the acquisition priceAdvisory fees and other costs: approximately ¥234 million
Type of ConsiderationCash (payments to shareholders and earn-out)
Number of shares acquired8,900,000 shares (number of voting rights: 8,900,000)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this acquisition and capital increase on the Company's results will be immaterial.
Date of board resolution29 September 2026
Contract Date30 September 2026 (予定)
Execution Date / Effective Date30 September 2026 (予定)
Items this document does not state (12)
Merger 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 ExecutionManagement structure after acquisition

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.

To accelerate the global rollout of the Company's products and establish an operating base at an early stage in the United States, the world's largest market. The Company also cited the incorporation of FDA-approved products into its global portfolio and the acceleration of its US business as reasons.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Change in a Specified Subsidiary Resulting from the Acquisition of U.S.-Based Cross Vascular and a Capital Increase | Japan Lifeline Co.,Ltd. (7575) timely disclosure | Komori