Worth reading
70In 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
Conditional
How definitive the wording is.This transaction
This share transfer agreement and this absorption-type company split agreementCounterparty株式会社ハリカ
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 株式会社ハリカ's business through this absorption-type company split
Location Nerima-ku, TokyoShare capital ¥1Date of incorporation 31 July 2026
Net Sales¥5,101 million (fiscal year ended December 2025; business to be transferred)
Operating profit¥(13) million (fiscal year ended December 2025; business to be transferred)
Net assetsApproximately ¥936 million (as of the end of February 2026; business to be transferred)
Consideration and expenses
Acquisition price¥670 million
Type of ConsiderationCash
Goodwill amountA gain on negative goodwill (extraordinary income) is expected, but the amount has not been determined
Amount of extraordinary income (loss)Gain on negative goodwill (extraordinary income): amount not determined; scheduled to be recognized 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 specific impact on the company's consolidated results is currently under review. If any matter requiring disclosure is identified, it will be disclosed promptly
Procedures and assumptions
Conditions Precedent to ExecutionObtaining the licenses and permits necessary to continue the business; completing procedures under the Antimonopoly Act, where necessary; obtaining the consent of the relevant financial institutions and others to the business revitalization plan; obtaining the consent of necessary contractual counterparties; obtaining consent to the release of security interests and other encumbrances over the assets to be transferred; and satisfying the other conditions precedent stipulated in the agreements
Management structure after acquisitionThe company succeeding to the business is scheduled to become a wholly owned subsidiary of レダックス. The representative director will be 丸山広志 (丸山広志). Employment contracts and other agreements of 株式会社ハリカ are scheduled to be transferred to the company succeeding to the business. Change of corporate name: not disclosed
| Item | Details |
|---|---|
| Transaction name | This share transfer agreement and this absorption-type company split agreement |
| Counterparty name | 株式会社ハリカ |
| Name of the Subject Company | 株式会社ハリカ (3-30-17 Higashi-Oizumi, Nerima-ku, Tokyo) |
| Business Description of the Subject Company | Scheduled to succeed to 株式会社ハリカ'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 |
| Net Sales of the Subject Company | ¥5,101 million (fiscal year ended December 2025; business to be transferred) |
| Operating Profit of the Subject Company | ¥(13) million (fiscal year ended December 2025; business to be transferred) |
| Net Assets of the Subject Company | Approximately ¥936 million (as of the end of February 2026; business to be transferred) |
| Acquisition price | ¥670 million |
| Type of Consideration | Cash |
| Number of shares acquired | 1 share, 1 voting right |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Goodwill amount | A gain on negative goodwill (extraordinary income) is expected, but the amount has not been determined |
| Amount of extraordinary income (loss) | Gain on negative goodwill (extraordinary income): amount not determined; scheduled to be recognized in the consolidated fiscal year that includes the acquisition completion date |
| Impact on Business Performance | The specific impact on the company's consolidated results is currently under review. If any matter requiring disclosure is identified, it will be disclosed promptly |
| Date of board resolution | 30 October 2026 |
| Contract Date | 30 October 2026 (share transfer agreement and absorption-type company split agreement) |
| Execution Date / Effective Date | 1 January 2027 (scheduled effective date of the absorption-type company split) and 5 January 2027 (scheduled share acquisition date) |
| Conditions Precedent to Execution | Obtaining the licenses and permits necessary to continue the business; completing procedures under the Antimonopoly Act, where necessary; obtaining the consent of the relevant financial institutions and others to the business revitalization plan; obtaining the consent of necessary contractual counterparties; obtaining consent to the release of security interests and other encumbrances over the assets to be transferred; and satisfying the other conditions precedent stipulated in the agreements |
| Management structure after acquisition | The company succeeding to the business is scheduled to become a wholly owned subsidiary of レダックス. The representative director will be 丸山広志 (丸山広志). Employment contracts and other agreements of 株式会社ハリカ are scheduled to be transferred to the company succeeding to the business. Change of corporate name: not disclosed |
Items this document does not state (10)
Net Income of the Subject CompanyExpenses other than the acquisition priceMerger 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 purpose is to advance the succession of the business under a second-company structure, whereby the assets, liabilities, contracts, employment and other rights and obligations necessary to continue the business will first be transferred to the newly established company, after which レダックス will acquire all of its shares. The company also plans to develop new sales channels and corporate customers, improve purchasing terms and its product mix, reduce selling, general and administrative expenses, and reduce interest expense by excluding borrowings from financial institutions from the assets and liabilities to be transferred.
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