Worth reading
75Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
230240350
Yen (approximate total of the share acquisition price and advisory fees and other expenses)Wording
Conditional
How definitive the wording is.This transaction
This transaction to make ECPower a wholly owned subsidiary (this share acquisition and this share exchange)CounterpartyNagata Yumi (永田由美), Mako Hideki (眞子英樹), Mako Kenji (眞子賢治), Konagaya Ryuji (小長谷隆二), Yokota Naoko (横田直子), 株式会社国際漢方研究所 (counterparty to the share exchange agreement)
Disclosing companyUreru Net Advertising 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.
Date of board resolution29 June 2026
Contract Date29 June 2026 (share transfer agreement and share exchange agreement)
Execution Date / Effective DateCompletion date of this share acquisition: 29 June 2026 (scheduled). Effective date of this share exchange: 10 August 2026 (scheduled).
Target company
Manufacture and sale of health beverages
Location Chiyoda-ku, TokyoShare capital ¥20,000,000Date of incorporation 23 March 1982
Net Sales¥462 million (fiscal year ended August 2025)
Operating profit¥3 million (fiscal year ended August 2025)
Net income for the current fiscal year¥10 million (fiscal year ended August 2025)
Net assets¥450 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition priceShare acquisition price: ¥198,740,350. For the share exchange portion, 477,081 shares of the Company’s common stock are scheduled to be issued.
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate amount): ¥31,500,000
Type of ConsiderationMixed (cash for this share acquisition; 477,081 shares of the Company’s common stock are scheduled to be issued for this share exchange)
Merger ratio/share exchange ratio19.20 shares of the Company’s common stock for each common share of 株式会社国際漢方研究所. The Company will be the wholly owning parent company in the share exchange, and 株式会社国際漢方研究所 will be the wholly owned subsidiary in the share exchange.
Goodwill amountPositive goodwill is expected to arise. The amount and amortization period have not been determined at this time.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact of this share exchange on the Company’s consolidated results and other matters are currently under review.
Procedures and assumptions
Valuation methodologyThe Company used the market price method, while 株式会社国際漢方研究所 used the DCF method as its primary valuation method. The comparable listed company method (EV/EBITDA and EV/EBIT multiples) was also used as a reference.
Independent valuation institution株式会社青山トラスト会計社
Conditions Precedent to ExecutionApproval of this share exchange agreement at extraordinary general meetings of shareholders of the Company and 株式会社国際漢方研究所 scheduled to be held in late July 2026.
Management structure after acquisitionFollowing the share exchange, the name will be Ureru Net Advertising Group Co.,Ltd., the representative director, president and CEO will be Uekihara Sohei (植木原宗平), and the address will be 2-3-8 Momochihama, Sawara-ku, Fukuoka, Fukuoka Prefecture. Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | This transaction to make ECPower a wholly owned subsidiary (this share acquisition and this share exchange) |
| Counterparty name | Nagata Yumi (永田由美), Mako Hideki (眞子英樹), Mako Kenji (眞子賢治), Konagaya Ryuji (小長谷隆二), Yokota Naoko (横田直子), 株式会社国際漢方研究所 (counterparty to the share exchange agreement) |
| Name of the Subject Company | 株式会社国際漢方研究所 |
| Business Description of the Subject Company | Manufacture and sale of health beverages |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥20,000,000 |
| Date of Establishment of the Subject Company | 23 March 1982 |
| Net Sales of the Subject Company | ¥462 million (fiscal year ended August 2025) |
| Operating Profit of the Subject Company | ¥3 million (fiscal year ended August 2025) |
| Net Income of the Subject Company | ¥10 million (fiscal year ended August 2025) |
| Net Assets of the Subject Company | ¥450 million (fiscal year ended August 2025) |
| Acquisition price | Share acquisition price: ¥198,740,350. For the share exchange portion, 477,081 shares of the Company’s common stock are scheduled to be issued. |
| Expenses other than the acquisition price | Advisory fees and other expenses (approximate amount): ¥31,500,000 |
| Type of Consideration | Mixed (cash for this share acquisition; 477,081 shares of the Company’s common stock are scheduled to be issued for this share exchange) |
| Merger ratio/share exchange ratio | 19.20 shares of the Company’s common stock for each common share of 株式会社国際漢方研究所. The Company will be the wholly owning parent company in the share exchange, and 株式会社国際漢方研究所 will be the wholly owned subsidiary in the share exchange. |
| Number of shares acquired | This share acquisition: 22,070 shares (22,070 voting rights); this share exchange: 24,848 shares |
| Voting rights ownership percentage | Before 0% (before this share acquisition) → after 47.04% (after this share acquisition) / wholly owned subsidiary after the share exchange |
| Goodwill amount | Positive goodwill is expected to arise. The amount and amortization period have not been determined at this time. |
| Impact on Business Performance | The impact of this share exchange on the Company’s consolidated results and other matters are currently under review. |
| Date of board resolution | 29 June 2026 |
| Contract Date | 29 June 2026 (share transfer agreement and share exchange agreement) |
| Execution Date / Effective Date | Completion date of this share acquisition: 29 June 2026 (scheduled). Effective date of this share exchange: 10 August 2026 (scheduled). |
| Valuation methodology | The Company used the market price method, while 株式会社国際漢方研究所 used the DCF method as its primary valuation method. The comparable listed company method (EV/EBITDA and EV/EBIT multiples) was also used as a reference. |
| Independent valuation institution | 株式会社青山トラスト会計社 |
| Conditions Precedent to Execution | Approval of this share exchange agreement at extraordinary general meetings of shareholders of the Company and 株式会社国際漢方研究所 scheduled to be held in late July 2026. |
| Management structure after acquisition | Following the share exchange, the name will be Ureru Net Advertising Group Co.,Ltd., the representative director, president and CEO will be Uekihara Sohei (植木原宗平), and the address will be 2-3-8 Momochihama, Sawara-ku, Fukuoka, Fukuoka Prefecture. Employee treatment: not disclosed. |
Items this document does not state (6)
Tender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Special 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.To strengthen the business platform and earnings capacity of the Group in the healthcare and wellness sectors by combining the Group’s expertise in D2C marketing, advertising operations, social media marketing, SEO/AEO, cross-border e-commerce and the use of AI with 株式会社国際漢方研究所’s product development capabilities, membership base and brand assets, thereby expanding new customer acquisition, the subscription model, the customer base and overseas sales, and advancing CRM.
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