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M&A and Subsidiary Changes9439M・H・GROUP LTD.Information and Communications, Services and Others

Notice of Execution of a Basic Agreement on the Acquisition of Shares in a Special Purpose Company (SPC) (Making It a Subsidiary)

The Company has entered into a basic agreement with 株式会社レモンホールディングス and begun detailed discussions regarding the acquisition of 51% of the shares of 株式会社オアシスLH, a special-purpose company, to make it a consolidated subsidiary. The acquisition price and the terms of the definitive share transfer agreement have not yet been determined.

Worth reading
49Recurring
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
51
Voting rights ownership ratio (%)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares in a special-purpose company (SPC) to make it a subsidiary
Counterparty株式会社レモンホールディングス
Disclosing companyM・H・GROUP LTD.
株式会社オアシスLHVoting rights ownership percentageNumber of shares acquired 510 shares (number of voting rights: 510)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Beauty business operations

Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 23 June 2026
Consideration and expenses
Acquisition priceThe acquisition price will be determined following due diligence and discussions between the parties based on the results thereof and other factors. The Company will announce the acquisition price again after it has been determined.
Funding arrangementsThe acquisition will be funded primarily through financing from the issuance of new shares by third-party allotment and the issuance of the 2nd Stock Acquisition Rights, both of which were approved and passed at an extraordinary shareholders meeting.
Impact on Business Performance

The impact of this share acquisition on the Company's consolidated results for the fiscal year ending June 2026 is expected to be immaterial. The impact on the Company's consolidated results for the fiscal year ending June 2027 is currently under review. Over the medium to long term, the Company believes the acquisition will contribute to improved performance for the Group.

Procedures and assumptions
Valuation methodologyTo be determined following due diligence and discussions between the parties based on the results thereof and other factors
Management structure after acquisition株式会社レモンカンパニー東京 is scheduled to be established as a wholly owned subsidiary of 株式会社オアシスLH and to succeed to the food and beverage business within the facility. The post-acquisition corporate name, representative, and treatment of employees of 株式会社オアシスLH itself are Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares in a special-purpose company (SPC) to make it a subsidiary
Counterparty name株式会社レモンホールディングス
Name of the Subject Company株式会社オアシスLH
Business Description of the Subject CompanyBeauty business operations
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company23 June 2026
Acquisition priceThe acquisition price will be determined following due diligence and discussions between the parties based on the results thereof and other factors. The Company will announce the acquisition price again after it has been determined.
Number of shares acquired510 shares (number of voting rights: 510)
Voting rights ownership percentageBefore 0.0% → after 51.0%
Funding arrangementsThe acquisition will be funded primarily through financing from the issuance of new shares by third-party allotment and the issuance of the 2nd Stock Acquisition Rights, both of which were approved and passed at an extraordinary shareholders meeting.
Impact on Business PerformanceThe impact of this share acquisition on the Company's consolidated results for the fiscal year ending June 2026 is expected to be immaterial. The impact on the Company's consolidated results for the fiscal year ending June 2027 is currently under review. Over the medium to long term, the Company believes the acquisition will contribute to improved performance for the Group.
Date of board resolution29 June 2026
Contract Date29 June 2026 (basic agreement). The share transfer agreement is scheduled to be executed in July 2026.
Execution Date / Effective DateJuly 2026 (planned)
Valuation methodologyTo be determined following due diligence and discussions between the parties based on the results thereof and other factors
Management structure after acquisition株式会社レモンカンパニー東京 is scheduled to be established as a wholly owned subsidiary of 株式会社オアシスLH and to succeed to the food and beverage business within the facility. The post-acquisition corporate name, representative, and treatment of employees of 株式会社オアシスLH itself are Not disclosed
Items this document does not state (15)
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 priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent 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 expand the scale of the salon operations business, diversify the brand portfolio, create synergies with the private-label product sales, salon support, and AI and DX support businesses, and create new revenue opportunities through the food and beverage business for amusement facilities.

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.
Notice of Execution of a Basic Agreement on the Acquisition of Shares in a Special Purpose Company (SPC) (Making It a Subsidiary) | M・H・GROUP LTD. (9439) timely disclosure | Komori