Worth reading
62In 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
2.5
Trillion yen (simple combined consolidated revenue)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Transaction nameCounterparty (target company)YAMADA HOLDINGS CO.,LTD., EDION Corporation
Disclosing companyYAMADA HOLDINGS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Planning and formulation of group management strategies; management and supervision of group companies; and common group services, among other activities, Sale of home electrical appliances and related products
Location Takasaki, Gunma Prefecture, Naka-ku, HiroshimaShare capital ¥71,149 million, ¥11,940 millionDate of incorporation 1 September 1983, 29 March 2002
Net Sales¥1,691,808 million (fiscal year ending March 2026), ¥793,746 million (fiscal year ending March 2026)
Operating profit¥16,166 million (fiscal year ending March 2026), ¥25,782 million (fiscal year ending March 2026)
Net income for the current fiscal year¥14,778 million (fiscal year ending March 2026; profit attributable to owners of the parent), ¥15,453 million (fiscal year ending March 2026; profit attributable to owners of the parent)
Net assets¥642,558 million (fiscal year ending March 2026), ¥234,957 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationShares (shares in the integrated company will be delivered; the share transfer ratio has not been determined)
Merger ratio/share exchange ratioTo be determined. The integrated company is scheduled to become the wholly owning parent company of both companies, and both companies are scheduled to become wholly owned subsidiaries.
Impact on Business Performance
The execution of this basic agreement is expected to have a minor impact on the consolidated results of both companies for the fiscal year ending March 2027. If an event occurs that requires the earnings forecasts to be revised, the companies will disclose it promptly.
Procedures and assumptions
Valuation methodologyTo be determined based on the results of due diligence, the integration-ratio calculations conducted by third-party valuation agencies separately appointed by each company, and market prices and other factors
Conditions Precedent to ExecutionApproval by resolutions of the shareholders' meetings of both companies and the necessary licenses, permits and other approvals from the relevant authorities required for the business integration. The process of obtaining clearances, licenses, permits and other approvals required under competition law and other laws and regulations is also a prerequisite.
Management structure after acquisitionThe integrated company's corporate name is scheduled to be a new name. Its head office is scheduled to be in Tokyo. Each company is scheduled to nominate an equal number of candidates for directors and outside directors. Yamada Noboru (山田 昇) is scheduled to become representative director and chairman, and Kubo Masataka (久保 允誉) is scheduled to become representative director and president. For the time being after the business integration, the two companies' existing brands will be used in parallel. Employee terms and conditions: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Transaction name |
| Counterparty name | YAMADA HOLDINGS CO.,LTD., EDION Corporation |
| Name of the Subject Company | YAMADA HOLDINGS CO.,LTD., EDION Corporation |
| Business Description of the Subject Company | Planning and formulation of group management strategies; management and supervision of group companies; and common group services, among other activities, Sale of home electrical appliances and related products |
| Location of the Subject Company | Takasaki, Gunma Prefecture, Naka-ku, Hiroshima |
| Capital Stock of the Subject Company | ¥71,149 million, ¥11,940 million |
| Date of Establishment of the Subject Company | 1 September 1983, 29 March 2002 |
| Net Sales of the Subject Company | ¥1,691,808 million (fiscal year ending March 2026), ¥793,746 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥16,166 million (fiscal year ending March 2026), ¥25,782 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥14,778 million (fiscal year ending March 2026; profit attributable to owners of the parent), ¥15,453 million (fiscal year ending March 2026; profit attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥642,558 million (fiscal year ending March 2026), ¥234,957 million (fiscal year ending March 2026) |
| Type of Consideration | Shares (shares in the integrated company will be delivered; the share transfer ratio has not been determined) |
| Merger ratio/share exchange ratio | To be determined. The integrated company is scheduled to become the wholly owning parent company of both companies, and both companies are scheduled to become wholly owned subsidiaries. |
| Impact on Business Performance | The execution of this basic agreement is expected to have a minor impact on the consolidated results of both companies for the fiscal year ending March 2027. If an event occurs that requires the earnings forecasts to be revised, the companies will disclose it promptly. |
| Date of board resolution | 5 June 2026 |
| Contract Date | 5 June 2026 |
| Execution Date / Effective Date | 1 October 2027 (scheduled) |
| Valuation methodology | To be determined based on the results of due diligence, the integration-ratio calculations conducted by third-party valuation agencies separately appointed by each company, and market prices and other factors |
| Conditions Precedent to Execution | Approval by resolutions of the shareholders' meetings of both companies and the necessary licenses, permits and other approvals from the relevant authorities required for the business integration. The process of obtaining clearances, licenses, permits and other approvals required under competition law and other laws and regulations is also a prerequisite. |
| Management structure after acquisition | The integrated company's corporate name is scheduled to be a new name. Its head office is scheduled to be in Tokyo. Each company is scheduled to nominate an equal number of candidates for directors and outside directors. Yamada Noboru (山田 昇) is scheduled to become representative director and chairman, and Kubo Masataka (久保 允誉) is scheduled to become representative director and president. For the time being after the business integration, the two companies' existing brands will be used in parallel. Employee terms and conditions: Not disclosed |
Items this document does not state (12)
Acquisition priceExpenses other than the acquisition priceTender 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.In response to the declining birthrate and aging population, population decline, intensifying competition from online sales and new entrants from other industries, and rising energy prices and personnel costs, the two companies determined that fundamental business transformation was necessary. They will pursue synergies by combining their store networks, customer bases, personnel and expertise, including reducing costs through joint procurement, utilizing customer data and expanding their business domains.
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