Worth reading
42Recurring
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Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)松風バイオフィックス株式会社
Disclosing companySHOFU INC.
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
Sale of dental materials and dental equipment
Location Bunkyo-ku, TokyoShare capital ¥300 millionDate of incorporation 1 April 2015
Net Sales¥192 million (fiscal year ended March 2026)
Operating profit¥7 million operating loss (fiscal year ended March 2026)
Net income for the current fiscal year¥4 million net loss (fiscal year ended March 2026)
Net assets¥52 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares or other cash or other assets will be allotted in connection with this merger.
Type of ConsiderationNone (no shares or other cash or other assets will be allotted in connection with this merger)
Merger ratio/share exchange ratioNot applicable (no shares or other assets will be allotted). Surviving company: SHOFU INC.; disappearing company: 松風バイオフィックス株式会社
Impact on Business Performance
The impact on the Company's consolidated results is immaterial
Procedures and assumptions
Conditions Precedent to ExecutionShareholders’ meeting approval is not required. SHOFU INC. will conduct a simplified merger under Article 796, Paragraph 2 of the Companies Act, while 松風バイオフィックス株式会社 will conduct a short-form merger under Article 784, Paragraph 1 of the Companies Act.
Management structure after acquisitionThere will be no changes to SHOFU INC.’s name, location, title or name of its representative director and president, business activities, stated capital or fiscal year-end as a result of this merger.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 松風バイオフィックス株式会社 |
| Name of the Subject Company | 松風バイオフィックス株式会社 |
| Business Description of the Subject Company | Sale of dental materials and dental equipment |
| Location of the Subject Company | Bunkyo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥300 million |
| Date of Establishment of the Subject Company | 1 April 2015 |
| Net Sales of the Subject Company | ¥192 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥7 million operating loss (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥4 million net loss (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥52 million (fiscal year ended March 2026) |
| Acquisition price | No shares or other cash or other assets will be allotted in connection with this merger. |
| Type of Consideration | None (no shares or other cash or other assets will be allotted in connection with this merger) |
| Merger ratio/share exchange ratio | Not applicable (no shares or other assets will be allotted). Surviving company: SHOFU INC.; disappearing company: 松風バイオフィックス株式会社 |
| Voting rights ownership percentage | Before 100％ → after Not applicable (the target company will cease to exist as a result of the merger) |
| Impact on Business Performance | The impact on the Company's consolidated results is immaterial |
| Date of board resolution | 9 July 2026 |
| Contract Date | 9 July 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | Shareholders’ meeting approval is not required. SHOFU INC. will conduct a simplified merger under Article 796, Paragraph 2 of the Companies Act, while 松風バイオフィックス株式会社 will conduct a short-form merger under Article 784, Paragraph 1 of the Companies Act. |
| Management structure after acquisition | There will be no changes to SHOFU INC.’s name, location, title or name of its representative director and president, business activities, stated capital or fiscal year-end as a result of this merger. |
Items this document does not state (11)
Expenses other than the acquisition priceTender 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 merger will strengthen SHOFU INC.’s ability to propose systems that address the digitalization of dental care, optimize management resources and enhance the competitiveness of the SHOFU brand by incorporating the implant business into its operations.
How to read this page
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