Worth reading
34Immaterial
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Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty株式会社メビウス準備会社 (changed its corporate name to 株式会社メビウス on 12 May 2026)
Disclosing companyTokai Tokyo Financial Holdings,Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Execution Date / Effective Date12 May 2026 (implementation date and effective date of the company split; procedures completed)
Target company
Life insurance agency business; non-life insurance agency business
Location Chuo-ku, Osaka, Osaka PrefectureShare capital ¥110 millionDate of incorporation 24 April 2007
Consideration and expenses
Acquisition priceNot disclosed based on an agreement between the parties
Type of ConsiderationCash (cash consideration)
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial. If any matter requiring disclosure arises in the future, the Company will promptly disclose it.
Procedures and assumptions
Management structure after acquisitionThe demerged company will change its corporate name to 「株式会社 Milton 清算会社」 and is scheduled to promptly begin dissolution and liquidation procedures. The successor company will change its corporate name to 「株式会社メビウス」, and its representative director will be Kawaguchi Naoya (川口直也). Completion of the liquidation is expected around August 2026. Regarding employees, the disclosure states that the company will maintain good relationships with existing employees, but specific treatment is not disclosed.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社メビウス準備会社 (changed its corporate name to 株式会社メビウス on 12 May 2026) |
| Name of the Subject Company | 株式会社メビウス (changed its corporate name to 「株式会社 Milton 清算会社」 on the effective date) |
| Business Description of the Subject Company | Life insurance agency business; non-life insurance agency business |
| Location of the Subject Company | Chuo-ku, Osaka, Osaka Prefecture |
| Capital Stock of the Subject Company | ¥110 million |
| Date of Establishment of the Subject Company | 24 April 2007 |
| Acquisition price | Not disclosed based on an agreement between the parties |
| Type of Consideration | Cash (cash consideration) |
| Voting rights ownership percentage | Before 100% (the demerged company, メビウス: held by us) → after 100% (the successor company, メビウス準備会社: held by 株式会社メビウスホールディングス) |
| Impact on Business Performance | The impact on the Company's consolidated results is expected to be immaterial. If any matter requiring disclosure arises in the future, the Company will promptly disclose it. |
| Execution Date / Effective Date | 12 May 2026 (implementation date and effective date of the company split; procedures completed) |
| Management structure after acquisition | The demerged company will change its corporate name to 「株式会社 Milton 清算会社」 and is scheduled to promptly begin dissolution and liquidation procedures. The successor company will change its corporate name to 「株式会社メビウス」, and its representative director will be Kawaguchi Naoya (川口直也). Completion of the liquidation is expected around August 2026. Regarding employees, the disclosure states that the company will maintain good relationships with existing employees, but specific treatment is not disclosed. |
Items this document does not state (19)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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)Date of board resolutionContract DateValuation methodologyIndependent 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.To improve the efficiency of management resources and optimize the business portfolio, while achieving sustainable business growth by having Kawaguchi Naoya (川口直也), who is thoroughly familiar with メビウス's business model, customer base and corporate culture, operate the business independently and assume management responsibility, thereby maintaining relationships with existing customers and employees.
How to read this page
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