Worth reading
73In focus
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
2015
¥ millionWording
Conditional
How definitive the wording is.This transaction
Making エクセルパック・カバヤ株式会社 a consolidated subsidiary through the acquisition of its sharesCounterpartyバーチューアンドエクセレンス株式会社
Disclosing companyJAPAN Creative Platform Group Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Paperboard printing, packaging manufacturing and packaging materials sales
Location Naka-ku, Okayama, Okayama PrefectureShare capital ¥30 millionDate of incorporation 1 June 1955
Net Sales¥3,346 million (fiscal year ended March 2025)
Operating profit¥92 million (fiscal year ended March 2025)
Net income for the current fiscal year¥71 million (fiscal year ended March 2025)
Net assets¥857 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceCommon shares: ¥1,960 million (including ¥940 million for the total subscription amount in the third-party allotment)
Expenses other than the acquisition priceAdvisory fees and other expenses: ¥55 million
Type of ConsiderationCash (payment for the acquisition of shares and subscription for the third-party allotment)
Impact on Business Performance
The deemed acquisition date is scheduled for the end of June 2026, and the impact of this transaction on consolidated results for the fiscal year ending December 2026 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyThe price was reasonably determined based on the amount of net assets of エクセルパック・カバヤ株式会社 and other factors, taking into comprehensive consideration its financial condition, asset position and outlook for future business activities, and was agreed upon following discussions between the parties.
| Item | Details |
|---|---|
| Transaction name | Making エクセルパック・カバヤ株式会社 a consolidated subsidiary through the acquisition of its shares |
| Counterparty name | バーチューアンドエクセレンス株式会社 |
| Name of the Subject Company | エクセルパック・カバヤ株式会社 |
| Business Description of the Subject Company | Paperboard printing, packaging manufacturing and packaging materials sales |
| Location of the Subject Company | Naka-ku, Okayama, Okayama Prefecture |
| Capital Stock of the Subject Company | ¥30 million |
| Date of Establishment of the Subject Company | 1 June 1955 |
| Net Sales of the Subject Company | ¥3,346 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥92 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥71 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥857 million (fiscal year ended March 2025) |
| Acquisition price | Common shares: ¥1,960 million (including ¥940 million for the total subscription amount in the third-party allotment) |
| Expenses other than the acquisition price | Advisory fees and other expenses: ¥55 million |
| Type of Consideration | Cash (payment for the acquisition of shares and subscription for the third-party allotment) |
| Number of shares acquired | Common shares: 100,000 (100,000 voting rights) |
| Voting rights ownership percentage | Before －％ → after 100.00％ |
| Impact on Business Performance | The deemed acquisition date is scheduled for the end of June 2026, and the impact of this transaction on consolidated results for the fiscal year ending December 2026 is expected to be immaterial. |
| Date of board resolution | 30 March 2026 |
| Contract Date | 30 March 2026 |
| Execution Date / Effective Date | Share transfer execution date and share payment execution date: 3 April 2026 (scheduled) |
| Valuation methodology | The price was reasonably determined based on the amount of net assets of エクセルパック・カバヤ株式会社 and other factors, taking into comprehensive consideration its financial condition, asset position and outlook for future business activities, and was agreed upon following discussions between the parties. |
Items this document does not state (11)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition
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 objective is to enhance corporate value by continuing エクセルパック・カバヤ株式会社’s paperboard packaging business while incorporating JAPAN Creative Platform Group Co.,Ltd.’s diverse solutions, thereby providing customers with higher-value-added products and services and creating synergies with other group companies.
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.