Worth reading
49Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
1709
¥ million (revenue of the transferred division for the fiscal year ending March 2026)Wording
Conditional
How definitive the wording is.This transaction
This business transferCounterpartyニチリョクライフケア株式会社
Disclosing companyNICHIRYOKU CO.,LTD.
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.
Target company
All of the Company's businesses other than its group management business and related businesses
Net Sales¥1,709 million (fiscal year ending March 2026, transferred division)
Consideration and expenses
Acquisition priceNo consideration
Type of ConsiderationNone (without consideration)
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the related proposals at the 60th Annual General Meeting of Shareholders, scheduled for 29 June 2026. Under Article 467, Paragraph 1, Item 2 of the Companies Act, the business transfer requires approval by a special resolution of the General Meeting of Shareholders.
Management structure after acquisitionThe Company will change its corporate name from NICHIRYOKU CO.,LTD. to 株式会社レガシアホールディングス, and ニチリョクライフケア株式会社 will change its corporate name to 株式会社ニチリョク. The Company plans to operate as a pure holding company responsible for formulating group strategy and managing the Group. Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | This business transfer |
| Counterparty name | ニチリョクライフケア株式会社 |
| Business Description of the Subject Company | All of the Company's businesses other than its group management business and related businesses |
| Net Sales of the Subject Company | ¥1,709 million (fiscal year ending March 2026, transferred division) |
| Acquisition price | No consideration |
| Type of Consideration | None (without consideration) |
| Voting rights ownership percentage | After 100% (100% owned by the Company) (before not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results is expected to be immaterial. |
| Date of board resolution | 26 May 2026 |
| Contract Date | 26 May 2026 |
| Execution Date / Effective Date | 1 August 2026 (scheduled) |
| Conditions Precedent to Execution | Approval of the related proposals at the 60th Annual General Meeting of Shareholders, scheduled for 29 June 2026. Under Article 467, Paragraph 1, Item 2 of the Companies Act, the business transfer requires approval by a special resolution of the General Meeting of Shareholders. |
| Management structure after acquisition | The Company will change its corporate name from NICHIRYOKU CO.,LTD. to 株式会社レガシアホールディングス, and ニチリョクライフケア株式会社 will change its corporate name to 株式会社ニチリョク. The Company plans to operate as a pure holding company responsible for formulating group strategy and managing the Group. Employee treatment: not disclosed. |
Items this document does not state (19)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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 purpose is to separate the group-wide strategic planning and management functions from the business execution functions of each business and clarify the division of responsibilities, with a view to expanding the Group's businesses and improving management efficiency. The Company states that this will promote growth investments, improve the efficiency of group management, and strengthen governance.
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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.