Worth reading
47Recurring
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
306
¥ millionWording
Conditional
How definitive the wording is.This transaction
This company splitCounterparty (target company)K-WORKER Co., Ltd., 荒木マリーン株式会社
Disclosing companyTOKAI Corp.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
In-home care support services, home-visit care services, day-care services, welfare equipment rental services, welfare equipment sales services, housing renovation services and other operations, Welfare equipment rental services, welfare equipment sales services and housing renovation services
Location Shinjuku-ku, Tokyo, Kumamoto, Kumamoto PrefectureShare capital ¥30 million, ¥10 millionDate of incorporation 9 August 1999, 11 June 1980
Net Sales¥422.296 million (fiscal year ended September 2025), ¥185.621 million (fiscal year ended March 2026)
Operating profitOperating loss of ¥143.314 million (fiscal year ended September 2025), Operating loss of ¥3.395 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss of ¥131.710 million (fiscal year ended September 2025), Net loss of ¥2.806 million (fiscal year ended March 2026)
Net assetsNet assets of negative ¥4.572 million (fiscal year ended September 2025), Net assets of ¥17.608 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥120 million to K-WORKER and ¥186 million to 荒木マリーン
Type of ConsiderationCash
Impact on Business Performance
The impact of this company split on the Company's consolidated results will be immaterial.
Procedures and assumptions
Valuation methodologyDCF method (discounted cash flow method)
Conditions Precedent to ExecutionAs this qualifies as a simplified absorption-type company split under Article 796, Paragraph 2 of the Companies Act, it is scheduled to proceed without obtaining approval at a shareholders' meeting.
Management structure after acquisitionThere will be no change to the Company's name, location, title or name of its representative, business activities, capital or fiscal year-end as a result of this company split. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This company split |
| Counterparty name | K-WORKER Co., Ltd., 荒木マリーン株式会社 |
| Name of the Subject Company | K-WORKER Co., Ltd., 荒木マリーン株式会社 |
| Business Description of the Subject Company | In-home care support services, home-visit care services, day-care services, welfare equipment rental services, welfare equipment sales services, housing renovation services and other operations, Welfare equipment rental services, welfare equipment sales services and housing renovation services |
| Location of the Subject Company | Shinjuku-ku, Tokyo, Kumamoto, Kumamoto Prefecture |
| Capital Stock of the Subject Company | ¥30 million, ¥10 million |
| Date of Establishment of the Subject Company | 9 August 1999, 11 June 1980 |
| Net Sales of the Subject Company | ¥422.296 million (fiscal year ended September 2025), ¥185.621 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Operating loss of ¥143.314 million (fiscal year ended September 2025), Operating loss of ¥3.395 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | Net loss of ¥131.710 million (fiscal year ended September 2025), Net loss of ¥2.806 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | Net assets of negative ¥4.572 million (fiscal year ended September 2025), Net assets of ¥17.608 million (fiscal year ended March 2026) |
| Acquisition price | ¥120 million to K-WORKER and ¥186 million to 荒木マリーン |
| Type of Consideration | Cash |
| Impact on Business Performance | The impact of this company split on the Company's consolidated results will be immaterial. |
| Date of board resolution | 7 September 2026 |
| Contract Date | 7 September 2026 |
| Execution Date / Effective Date | 1 November 2026 (scheduled) |
| Valuation methodology | DCF method (discounted cash flow method) |
| Conditions Precedent to Execution | As this qualifies as a simplified absorption-type company split under Article 796, Paragraph 2 of the Companies Act, it is scheduled to proceed without obtaining approval at a shareholders' meeting. |
| Management structure after acquisition | There will be no change to the Company's name, location, title or name of its representative, business activities, capital or fiscal year-end as a result of this company split. Employee treatment: not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial Committee
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.By incorporating the businesses of both companies, the Company aims to expand its customer base and increase its market share. The Company also expects synergies, including improved efficiency resulting from overlapping operating areas.
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