Worth reading
76Important
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
2182
SharesWording
Conditional
How definitive the wording is.This transaction
This transactionCounterpartySeki Shinji (関 伸治)
Disclosing companySUGI HOLDINGS 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.White points represent dates designated as scheduled dates in the document.
Target company
Operation of drugstores and dispensing pharmacies
Location Miyashiro Town, Minamisaitama District, Saitama PrefectureShare capital ¥83.2 millionDate of incorporation 11 January 1984
Net Sales¥100,503 million (fiscal year ended March 2025)
Operating profit¥3,168 million (fiscal year ended March 2025)
Net income for the current fiscal year¥2,060 million (fiscal year ended March 2025)
Net assets¥23,042 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceUndetermined at present (the parties have agreed that the price will be the fair value based on 株式会社セキ薬品's financial results for the most recent fiscal period before the acquisition date)
Impact on Business Performance
The impact on consolidated full-year results for the fiscal year ending February 2027 is currently under review
Procedures and assumptions
Valuation methodologyFair value based on 株式会社セキ薬品's financial results for the most recent fiscal period before the acquisition date
Conditions Precedent to ExecutionCompletion of the procedures stipulated under the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Antimonopoly Act)
Management structure after acquisitionFollowing the creation of a consolidated subsidiary, the management structures will be integrated, and resources relating to store operations, personnel development and DX systems will be mutually provided and utilized. Personnel exchanges and knowledge sharing will be promoted. Specific arrangements concerning the corporate name, representative and employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | This transaction |
| Counterparty name | Seki Shinji (関 伸治) |
| Name of the Subject Company | 株式会社セキ薬品 |
| Business Description of the Subject Company | Operation of drugstores and dispensing pharmacies |
| Location of the Subject Company | Miyashiro Town, Minamisaitama District, Saitama Prefecture |
| Capital Stock of the Subject Company | ¥83.2 million |
| Date of Establishment of the Subject Company | 11 January 1984 |
| Net Sales of the Subject Company | ¥100,503 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥3,168 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥2,060 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥23,042 million (fiscal year ended March 2025) |
| Acquisition price | Undetermined at present (the parties have agreed that the price will be the fair value based on 株式会社セキ薬品's financial results for the most recent fiscal period before the acquisition date) |
| Number of shares acquired | 2,182 shares (number of voting rights: 2,182) |
| Voting rights ownership percentage | Before 49.0% → after 51.0% |
| Impact on Business Performance | The impact on consolidated full-year results for the fiscal year ending February 2027 is currently under review |
| Contract Date | 9 April 2026 |
| Execution Date / Effective Date | 1 September 2026 (予定) |
| Valuation methodology | Fair value based on 株式会社セキ薬品's financial results for the most recent fiscal period before the acquisition date |
| Conditions Precedent to Execution | Completion of the procedures stipulated under the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Antimonopoly Act) |
| Management structure after acquisition | Following the creation of a consolidated subsidiary, the management structures will be integrated, and resources relating to store operations, personnel development and DX systems will be mutually provided and utilized. Personnel exchanges and knowledge sharing will be promoted. Specific arrangements concerning the corporate name, representative and employees are not disclosed. |
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionIndependent 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 companies state that, because their corporate cultures are highly compatible and personnel exchanges and knowledge sharing have progressed faster than expected, they intend to integrate 株式会社セキ薬品's strong locally rooted brand and Sugi Holdings' management resources earlier and more deeply, thereby supporting sustainable growth and creating opportunities for employees to thrive.
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