Worth reading
70In focus
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
255
¥ million (estimated amount)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares in a special-purpose company (SPC) (making it a subsidiary and making its subsidiary a sub-subsidiary) and launch of a new businessCounterparty株式会社レモンホールディングス
Disclosing companyM・H・GROUP LTD.
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, Operation of food and beverage businesses
Location Minato-ku, TokyoShare capital ¥10 million eachDate of incorporation 23 June 2026
Consideration and expenses
Acquisition price250 million yen for the common shares of 株式会社オアシスＬＨ (the actual payment amount will be ¥119 million after offsetting the principal and interest on loans)
Expenses other than the acquisition price¥5 million in due diligence and other expenses (estimated amount)
Type of ConsiderationCash
Funding arrangementsFunds raised through the issuance of new shares by way of a third-party allotment described in the disclosure dated 22 May 2026
Impact on Business Performance
The impact on consolidated results for the fiscal year ending June 2027 is currently under review
Procedures and assumptions
Independent valuation institution東京フィナンシャル・アドバイザーズ株式会社 (third-party provider of due diligence and other services)
Management structure after acquisition株式会社レモンカンパニー東京 will become the Company's consolidated indirect subsidiary and will be responsible for the food and beverage business at leisure and amusement facilities. Other details, including the corporate name, representative and treatment of employees, have not been disclosed
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in a special-purpose company (SPC) (making it a subsidiary and making its subsidiary a sub-subsidiary) and launch of a new business |
| 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, 株式会社レモンカンパニー東京 |
| Business Description of the Subject Company | Beauty business operations, Operation of food and beverage businesses |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million each |
| Date of Establishment of the Subject Company | 23 June 2026 |
| Acquisition price | 250 million yen for the common shares of 株式会社オアシスＬＨ (the actual payment amount will be ¥119 million after offsetting the principal and interest on loans) |
| Expenses other than the acquisition price | ¥5 million in due diligence and other expenses (estimated amount) |
| Type of Consideration | Cash |
| Number of shares acquired | 510 shares and 510 voting rights |
| Voting rights ownership percentage | Before 0.0％ → after 51.0％ |
| Funding arrangements | Funds raised through the issuance of new shares by way of a third-party allotment described in the disclosure dated 22 May 2026 |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending June 2027 is currently under review |
| Date of board resolution | 29 July 2026 |
| Contract Date | 29 July 2026 |
| Execution Date / Effective Date | 30 July 2026 (scheduled) |
| Independent valuation institution | 東京フィナンシャル・アドバイザーズ株式会社 (third-party provider of due diligence and other services) |
| Management structure after acquisition | 株式会社レモンカンパニー東京 will become the Company's consolidated indirect subsidiary and will be responsible for the food and beverage business at leisure and amusement facilities. Other details, including the corporate name, representative and treatment of employees, have not been disclosed |
Items this document does not state (13)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologySpecial 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 hair salon operations business, build a diverse brand portfolio, expand customer touchpoints, and create synergies with the sale of private-label products and the hair salon support business. The Company also aims to roll out AI and DX support for the food and beverage business and create new revenue opportunities.
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