Worth reading
66In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
670
¥ millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This transaction (consolidation of the successor company as a subsidiary through the acquisition of shares)Counterparty株式会社ハリカ (business transferor)
Disclosing companyLedax Co.,Ltd.
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.
Target company
Scheduled to succeed to ハリカ's business through this absorption-type company split
Location Nerima-ku, TokyoShare capital ¥1Date of incorporation 31 July 2026
Consideration and expenses
Acquisition price¥670 million
Goodwill amountThe specific amount of the gain on negative goodwill is not stated. It is expected to be recognised in full in the consolidated fiscal year that includes the acquisition completion date.
Amount of extraordinary income (loss)The specific amount of the gain on negative goodwill (extraordinary income) is not stated. It is expected to be recognised in the consolidated fiscal year that includes the acquisition completion date.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The successor company is scheduled to become a consolidated subsidiary. The fair-value net amount of the assets and liabilities to be succeeded to is expected to exceed the share acquisition price, and a gain on negative goodwill is expected to be recognised. However, the specific impact on consolidated results for the current fiscal year is still under review.
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the conditions precedent and the necessary permits and approvals. Procedures will be carried out to obtain the various permits and approvals required to continue the business, including a liquor sales licence.
Management structure after acquisitionThe successor company will be headed by Representative Director Hiroshi Maruyama (丸山広志). 株式会社ハリカ, the business transferor, is scheduled to change its corporate name after the absorption-type company split. Employees are scheduled to transfer to the successor company through the absorption-type company split.
| Item | Details |
|---|---|
| Transaction name | This transaction (consolidation of the successor company as a subsidiary through the acquisition of shares) |
| Counterparty name | 株式会社ハリカ (business transferor) |
| Name of the Subject Company | 株式会社ハリカ (successor company) |
| Business Description of the Subject Company | Scheduled to succeed to ハリカ's business through this absorption-type company split |
| Location of the Subject Company | Nerima-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 |
| Date of Establishment of the Subject Company | 31 July 2026 |
| Acquisition price | ¥670 million |
| Number of shares acquired | 1 share (the number of voting rights is not stated) |
| Voting rights ownership percentage | Before 0% → after 100% |
| Goodwill amount | The specific amount of the gain on negative goodwill is not stated. It is expected to be recognised in full in the consolidated fiscal year that includes the acquisition completion date. |
| Amount of extraordinary income (loss) | The specific amount of the gain on negative goodwill (extraordinary income) is not stated. It is expected to be recognised in the consolidated fiscal year that includes the acquisition completion date. |
| Impact on Business Performance | The successor company is scheduled to become a consolidated subsidiary. The fair-value net amount of the assets and liabilities to be succeeded to is expected to exceed the share acquisition price, and a gain on negative goodwill is expected to be recognised. However, the specific impact on consolidated results for the current fiscal year is still under review. |
| Date of board resolution | 16 September 2026 |
| Contract Date | 16 September 2026 (sponsorship agreement). The share transfer agreement is scheduled to be executed on 31 October 2026. |
| Execution Date / Effective Date | The effective date of the company split is scheduled for 1 January 2027, and the scheduled date for acquiring the successor company's shares is 5 January 2027. |
| Conditions Precedent to Execution | Completion of the conditions precedent and the necessary permits and approvals. Procedures will be carried out to obtain the various permits and approvals required to continue the business, including a liquor sales licence. |
| Management structure after acquisition | The successor company will be headed by Representative Director Hiroshi Maruyama (丸山広志). 株式会社ハリカ, the business transferor, is scheduled to change its corporate name after the absorption-type company split. Employees are scheduled to transfer to the successor company through the absorption-type company split. |
Items this document does not state (14)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsValuation 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 transaction is intended to create synergies in distribution efficiency, expansion of sales channels, product development and digitalisation by combining ハリカ's network of approximately 100 company-owned and franchise stores, approximately 450 corporate customers and logistics infrastructure with the レダ Group's gift business, sales channels, and logistics and marketing expertise. Collaboration with FRHC's financial and payment infrastructure and overseas expansion are also under consideration.
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