Worth reading
62In 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
800000000
¥Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterparty株式会社ＫａＹ
Disclosing companyTOP CULTURE 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
Operation of Tully's Coffee franchises (24 stores in and outside Niigata Prefecture)
Location Nishi-ku, Niigata CityShare capital ¥10 millionDate of incorporation 15 February 2011
Net Sales¥1,210 million (fiscal year ended October 2025)
Operating profit¥64 million (fiscal year ended October 2025)
Net income for the current fiscal year¥61 million (fiscal year ended October 2025)
Net assets¥171 million (fiscal year ended October 2025)
Consideration and expenses
Acquisition price¥800 million (transfer price)
Type of ConsiderationCash (transfer price: ¥800 million)
Amount of extraordinary income (loss)An extraordinary gain is expected to be recognized (fiscal year ending October 2026; amount currently under review)
Impact on Business Performance
An extraordinary gain is expected to be recognized in the consolidated and non-consolidated results for the fiscal year ending October 2026. The amount of the impact is currently under review and will be disclosed once finalized.
Procedures and assumptions
Valuation methodologyDetermined based on a third-party valuation and discussions between the parties
Management structure after acquisitionThe Company will continue to open and operate Book&Café-style locations within its stores after this transfer. It will also continue to operate the 5 Tully's Coffee stores operated by 明文堂書店. The company name, representative and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社ＫａＹ |
| Name of the Subject Company | 株式会社メソッドカイザー |
| Business Description of the Subject Company | Operation of Tully's Coffee franchises (24 stores in and outside Niigata Prefecture) |
| Location of the Subject Company | Nishi-ku, Niigata City |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 15 February 2011 |
| Net Sales of the Subject Company | ¥1,210 million (fiscal year ended October 2025) |
| Operating Profit of the Subject Company | ¥64 million (fiscal year ended October 2025) |
| Net Income of the Subject Company | ¥61 million (fiscal year ended October 2025) |
| Net Assets of the Subject Company | ¥171 million (fiscal year ended October 2025) |
| Acquisition price | ¥800 million (transfer price) |
| Type of Consideration | Cash (transfer price: ¥800 million) |
| Number of shares acquired | 1,900 shares (number of shares transferred; voting rights: 1,900) |
| Voting rights ownership percentage | Before 100.0% → after 0.0% |
| Amount of extraordinary income (loss) | An extraordinary gain is expected to be recognized (fiscal year ending October 2026; amount currently under review) |
| Impact on Business Performance | An extraordinary gain is expected to be recognized in the consolidated and non-consolidated results for the fiscal year ending October 2026. The amount of the impact is currently under review and will be disclosed once finalized. |
| Date of board resolution | 25 June 2026 |
| Contract Date | 25 June 2026 |
| Execution Date / Effective Date | 26 June 2026 |
| Valuation methodology | Determined based on a third-party valuation and discussions between the parties |
| Management structure after acquisition | The Company will continue to open and operate Book&Café-style locations within its stores after this transfer. It will also continue to operate the 5 Tully's Coffee stores operated by 明文堂書店. The company name, representative and treatment of employees: not disclosed |
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 transfer is intended to allocate management resources to growth areas and secure the funds needed to renovate existing stores, invest in new businesses and strengthen the systems infrastructure. The Company states that it will continue to open and operate Book&Café-style locations within its stores and operate 5 Tully's Coffee stores after the transfer.
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.