Decision and Details
Making 株式会社国際漢方研究所 a wholly owned subsidiary through a share exchange
The Company determined that the transaction would benefit the shareholders of both companies. This determination was based on a comprehensive consideration of the valuation results, the financial, tax and legal due diligence results, future business plans, expected synergies and the market environment.
For the fiscal year ending August 2026, the business plan is expected to remain flat, but operating income is expected to increase because directors’ compensation and expenses not directly related to the business will be excluded. Operating income of approximately ¥20 million is projected. The impact on other results is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Making 株式会社国際漢方研究所 a wholly owned subsidiary through a share exchange |
| Decision Date | 29 June 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 10 August 2026 (scheduled effective date) |
| Amount | Enterprise value of ¥456 million–¥518 million under the discounted cash flow method; enterprise value of ¥409 million–¥474 million under the comparable listed company method (EV/EBITDA multiple); enterprise value of ¥448 million–¥533 million under the comparable listed company method (EV/EBIT multiple); increase in stated capital: ¥0; increase in legal reserve: ¥0 |
| Quantity / scale | Exchange ratio: 19.20 common shares of the Company for each common share of 株式会社国際漢方研究所; 477,081 common shares of the Company planned to be issued; 22,070 of the 46,918 issued shares of 株式会社国際漢方研究所 planned to be acquired |
| Impact on Business Performance | For the fiscal year ending August 2026, the business plan is expected to remain flat, but operating income is expected to increase because directors’ compensation and expenses not directly related to the business will be excluded. Operating income of approximately ¥20 million is projected. The impact on other results is Not disclosed. |
| Reason | The Company determined that the transaction would benefit the shareholders of both companies. This determination was based on a comprehensive consideration of the valuation results, the financial, tax and legal due diligence results, future business plans, expected synergies and the market environment. |
| Governing Rule | Companies Act, Article 794, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 193; Companies Act, Article 768, Paragraph 1; Companies Act, Article 799, Paragraph 1; Ordinance on Company Accounting, Articles 39 and 39-2 |
| Future plans | The share exchange is scheduled to take effect on 10 August 2026. 株式会社国際漢方研究所 is scheduled to cancel its treasury shares by the day before the effective date. |
Items this document does not state (3)
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 Company determined that the transaction would benefit the shareholders of both companies after comprehensively considering the valuation results provided by the independent valuation firm, the financial and asset positions and future outlook of both companies, the results of due diligence, future business plans, expected synergies and the market environment.