Komori
M&A and Subsidiary Changes9629PCA CORPORATIONInformation and Communications, Services and Others

Notice Concerning Organizational Restructuring in the Mental Health Services Business (Company Split by Absorption between Consolidated Subsidiaries)

It has been decided that the mental health services business operated by consolidated subsidiary 株式会社ドリームホップ will be transferred to consolidated subsidiary クロノス株式会社 through an absorption-type company split. The effective date is scheduled for 1 November 2026, although details including the amount of consideration for the split will be determined in due course.

Worth reading
50Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
158
¥ million (revenue of the business subject to the split for the fiscal year ended March 2026)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Name of transaction
Counterpartyクロノス株式会社
Disclosing companyPCA CORPORATION
株式会社ドリームホップSubject of this transactionVoting rights ownership percentage Before 株式会社ドリームホップ: 100.0%; クロノス株式会社: 97.2% (as of 31 March 2026) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Mental health services business

Location Chiyoda-ku, TokyoShare capital ¥131 millionDate of incorporation 21 June 2005
Net Sales¥158 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceCurrently under review and scheduled to be finalized in September 2026
Type of ConsiderationCash (クロノス株式会社 is scheduled to pay cash to 株式会社ドリームホップ)
Impact on Business Performance

The impact on consolidated results for the current fiscal year will be immaterial.

This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameクロノス株式会社
Name of the Subject Company株式会社ドリームホップ
Business Description of the Subject CompanyMental health services business
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥131 million
Date of Establishment of the Subject Company21 June 2005
Net Sales of the Subject Company¥158 million (fiscal year ending March 2026)
Acquisition priceCurrently under review and scheduled to be finalized in September 2026
Type of ConsiderationCash (クロノス株式会社 is scheduled to pay cash to 株式会社ドリームホップ)
Voting rights ownership percentageBefore 株式会社ドリームホップ: 100.0%; クロノス株式会社: 97.2% (as of 31 March 2026) (after not disclosed)
Impact on Business PerformanceThe impact on consolidated results for the current fiscal year will be immaterial.
Date of board resolution25 August 2026
Contract DateSeptember 2026 (scheduled)
Execution Date / Effective Date1 November 2026 (stated as the effective date; the schedule lists November 2026 (予定))
Items this document does not state (17)
Operating 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)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 transaction is intended to consolidate クロノス株式会社's customer base and attendance data in the workforce management area with 株式会社ドリームホップ's expertise in mental health services and data on mental health conditions, thereby enabling the provision of services involving analysis that combines working hours and mental health conditions, as well as the early detection of mental health issues and prevention of employee turnover.

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 Concerning Organizational Restructuring in the Mental Health Services Business (Company Split by Absorption between Consolidated Subsidiaries) | PCA CORPORATION (9629) timely disclosure | Komori