Worth reading
49Recurring
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Neutral
Direction inferred from the company’s description.Scale
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Definitive
How definitive the wording is.This transaction
This mergerCounterparty株式会社カクヤス, 株式会社ひとSmile
Disclosing companyHitoMile 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
Dairy products sales business
Location Kita Ward, TokyoShare capital ¥80 millionDate of incorporation 12 November 1983
Net Sales¥652 million (fiscal year ended March 2026)
Operating profit-¥151 million (fiscal year ended March 2026)
Net income for the current fiscal year-¥209 million (fiscal year ended March 2026)
Net assets-¥73 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be delivered
Type of ConsiderationNo shares, cash or other consideration will be delivered
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionShareholders' meeting to approve the merger agreement (the parties to the merger)
Management structure after acquisitionThe corporate name will be 株式会社カクヤス, and the representative director and president will be Kirihara Koichi (桐原公一). The head office location, business activities and stated capital will remain as described. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社カクヤス, 株式会社ひとSmile |
| Name of the Subject Company | 株式会社ひとSmile |
| Business Description of the Subject Company | Dairy products sales business |
| Location of the Subject Company | Kita Ward, Tokyo |
| Capital Stock of the Subject Company | ¥80 million |
| Date of Establishment of the Subject Company | 12 November 1983 |
| Net Sales of the Subject Company | ¥652 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | -¥151 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | -¥209 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | -¥73 million (fiscal year ended March 2026) |
| Acquisition price | No shares, cash or other consideration will be delivered |
| Type of Consideration | No shares, cash or other consideration will be delivered |
| Voting rights ownership percentage | Before 100% → after 100% |
| Impact on Business Performance | The impact on the Company's consolidated results is expected to be immaterial. |
| Date of board resolution | 15 May 2026 |
| Contract Date | 15 May 2026 |
| Execution Date / Effective Date | 1 July 2026 (予定) |
| Conditions Precedent to Execution | Shareholders' meeting to approve the merger agreement (the parties to the merger) |
| Management structure after acquisition | The corporate name will be 株式会社カクヤス, and the representative director and president will be Kirihara Koichi (桐原公一). The head office location, business activities and stated capital will remain as described. Employee treatment: not disclosed |
Items this document does not state (12)
Expenses 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 consolidate the Group's management resources in order to achieve the medium-term management plan, operate the business more efficiently and optimize management resources. The Company also states that it will integrate the functions of the two companies, strengthen sales of products other than alcoholic beverages by 株式会社カクヤス and accelerate business expansion.
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