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M&A and Subsidiary Changes9729TOKAI Corp.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in QLCプロデュース株式会社 (Making It a Subsidiary)

トーカイ will acquire all shares of QLCプロデュース株式会社, a wholly owned subsidiary of Idemitsu Kosan Co.,Ltd., and make it a wholly owned subsidiary. The acquisition price is ¥2,910 million, and the share transfer is scheduled to take place on 31 July 2026.

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
2910
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyIdemitsu Kosan Co.,Ltd.
Disclosing companyTOKAI Corp.
QLCプロデュース株式会社Voting rights ownership percentageNumber of shares acquired 5,000 shares (number of voting rights: 5,000)

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

Rehabilitation day-service business, franchise business related to that business, and systems sales business for rehabilitation day-service operators

Location Shinagawa Ward, TokyoShare capital ¥100 millionDate of incorporation May 1997
Net Sales¥2,001 million (fiscal year ended March 2026)
Operating profit¥421 million (fiscal year ended March 2026)
Net income for the current fiscal year¥279 million (fiscal year ended March 2026)
Net assets¥974 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price2,910 million yen for the common shares of QLCプロデュース株式会社; total (approximate): ¥2,910 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate): ¥— (not stated because the amount has not been finalized as of this date)
Type of ConsiderationCash
Impact on Business Performance

The impact of this share acquisition on the company’s consolidated results is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionChanges to the corporate name, representative, and treatment of employees are Not disclosed. After the acquisition, the parties will pursue the sharing of operating expertise and management resources for rehabilitation day-service facilities, promote the development and sale of systems by QLCプロデュース株式会社, and coordinate the rehabilitation day-service and nursing-care equipment rental businesses.
This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameIdemitsu Kosan Co.,Ltd.
Name of the Subject CompanyQLCプロデュース株式会社
Business Description of the Subject CompanyRehabilitation day-service business, franchise business related to that business, and systems sales business for rehabilitation day-service operators
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject CompanyMay 1997
Net Sales of the Subject Company¥2,001 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥421 million (fiscal year ended March 2026)
Net Income of the Subject Company¥279 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥974 million (fiscal year ended March 2026)
Acquisition price2,910 million yen for the common shares of QLCプロデュース株式会社; total (approximate): ¥2,910 million
Expenses other than the acquisition priceAdvisory fees and other expenses (approximate): ¥— (not stated because the amount has not been finalized as of this date)
Type of ConsiderationCash
Number of shares acquired5,000 shares (number of voting rights: 5,000)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact of this share acquisition on the company’s consolidated results is expected to be immaterial.
Date of board resolution20 June 2026
Contract Date30 June 2026
Execution Date / Effective Date31 July 2026 (planned)
Management structure after acquisitionChanges to the corporate name, representative, and treatment of employees are Not disclosed. After the acquisition, the parties will pursue the sharing of operating expertise and management resources for rehabilitation day-service facilities, promote the development and sale of systems by QLCプロデュース株式会社, and coordinate the rehabilitation day-service and nursing-care equipment rental businesses.
Items this document does not state (11)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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 incorporate the rehabilitation day-service business, which is positioned as a growth area against the backdrop of an aging population, and expand the scale of its nationwide operations. The company also aims to generate synergies by sharing facility operating expertise and management resources, developing and selling systems, and coordinating with its nursing-care equipment rental business.

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Notice Regarding the Acquisition of Shares in QLCプロデュース株式会社 (Making It a Subsidiary) | TOKAI Corp. (9729) timely disclosure | Komori