Worth reading
73In 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
138085675
Shares (planned number of new shares to be issued by the joint holding company)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share transfer (joint share transfer)Counterparty (target company)JOYFUL HONDA CO.,LTD., ARCLANDS CORPORATION
Disclosing companyARCLANDS CORPORATION
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
Company JOYFUL HONDA CO.,LTD. / Business Description Home improvement center business; residential renovation business, Company ARCLANDS CORPORATION / Business Description Retail business; food service business; wholesale business; real estate business
Location Company JOYFUL HONDA CO.,LTD. / Location Tsuchiura City, Ibaraki Prefecture, Company ARCLANDS CORPORATION / Location Urawa Ward, Saitama City, Saitama Prefecture; Sanjo, Niigata PrefectureShare capital Company JOYFUL HONDA CO.,LTD. / Share capital ¥12,000 million (as of 20 December 2025), Company ARCLANDS CORPORATION / Share capital ¥6,462 million (as of 28 February 2026)Date of incorporation Company JOYFUL HONDA CO.,LTD. / Date of incorporation 15 December 1975, Company ARCLANDS CORPORATION / Date of incorporation 1 July 1970
Net SalesCompany JOYFUL HONDA CO.,LTD. / Net Sales ¥128,980 million (fiscal year ended June 2025), Company ARCLANDS CORPORATION / Net Sales ¥341,141 million (fiscal year ended February 2026)
Operating profitCompany JOYFUL HONDA CO.,LTD. / Operating profit ¥10,748 million (fiscal year ended June 2025), Company ARCLANDS CORPORATION / Operating profit ¥14,196 million (fiscal year ended February 2026)
Net income for the current fiscal yearCompany JOYFUL HONDA CO.,LTD. / Net income for the current fiscal year ¥8,327 million (fiscal year ended June 2025), Company ARCLANDS CORPORATION / Net income for the current fiscal year ¥8,088 million (fiscal year ended February 2026; net income attributable to owners of the parent)
Net assetsCompany JOYFUL HONDA CO.,LTD. / Net assets ¥121,791 million (fiscal year ended June 2025), Company ARCLANDS CORPORATION / Net assets ¥128,357 million (fiscal year ended February 2026)
Consideration and expenses
Type of ConsiderationShares (1 ordinary share of the joint holding company is expected to be allotted and delivered for each ordinary share of ARCLANDS CORPORATION, and 1.15 ordinary shares of the joint holding company for each ordinary share of JOYFUL HONDA CO.,LTD.)
Merger ratio/share exchange ratioThe share transfer ratio is ARCLANDS CORPORATION:JOYFUL HONDA CO.,LTD. = 1:1.15. The joint holding company will become the wholly owning parent company established through the share transfer, and both companies will become wholly owned subsidiaries.
Goodwill amountGoodwill (or negative goodwill) is expected to arise. The amount has not been determined at this time. Amortization period: Not disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The joint holding company's management policies, plans, earnings outlook, and other matters will be considered by the two companies going forward, and further details will be announced once finalized.
Procedures and assumptions
Valuation methodologyMarket price analysis / market price method, Comparable company analysis / comparable listed company method, Discounted cash flow analysis (DCF analysis / DCF method)
Independent valuation institutionMitsubishi UFJ Morgan Stanley Securities Co., Ltd. (JOYFUL HONDA CO.,LTD.), SMBC Nikko Securities Inc. (ARCLANDS CORPORATION)
Special CommitteeNone established. As no material conflict of interest exists between the two companies, no special measures have been taken.
Conditions Precedent to ExecutionApproval of the share transfer plan at general meetings of shareholders of both companies, obtaining the approvals and permits of the Japan Fair Trade Commission and other relevant authorities, and completing the listing procedures under the applicable rules of the Tokyo Stock Exchange
Management structure after acquisitionThe name of the joint holding company has not been determined at this time. Honda Osamu (本田理) is expected to serve as Representative Director and Chairman, Hirayama Ikuo (平山育夫) as Representative Director and President, and Sakamoto Haruhiko (坂本晴彦) as Representative Director and Executive Vice President. The board will consist of 9 directors, including 5 outside directors, and there will be 3 Audit & Supervisory Board Members. The companies will consider sharing and integrating their systems for recruiting, developing, and evaluating personnel.
| Item | Details |
|---|---|
| Transaction name | This share transfer (joint share transfer) |
| Counterparty name | JOYFUL HONDA CO.,LTD., ARCLANDS CORPORATION |
| Name of the Subject Company | JOYFUL HONDA CO.,LTD., ARCLANDS CORPORATION |
| Business Description of the Subject Company | Company JOYFUL HONDA CO.,LTD. / Business Description Home improvement center business; residential renovation business, Company ARCLANDS CORPORATION / Business Description Retail business; food service business; wholesale business; real estate business |
| Location of the Subject Company | Company JOYFUL HONDA CO.,LTD. / Location Tsuchiura City, Ibaraki Prefecture, Company ARCLANDS CORPORATION / Location Urawa Ward, Saitama City, Saitama Prefecture; Sanjo, Niigata Prefecture |
| Capital Stock of the Subject Company | Company JOYFUL HONDA CO.,LTD. / Share capital ¥12,000 million (as of 20 December 2025), Company ARCLANDS CORPORATION / Share capital ¥6,462 million (as of 28 February 2026) |
| Date of Establishment of the Subject Company | Company JOYFUL HONDA CO.,LTD. / Date of incorporation 15 December 1975, Company ARCLANDS CORPORATION / Date of incorporation 1 July 1970 |
| Net Sales of the Subject Company | Company JOYFUL HONDA CO.,LTD. / Net Sales ¥128,980 million (fiscal year ended June 2025), Company ARCLANDS CORPORATION / Net Sales ¥341,141 million (fiscal year ended February 2026) |
| Operating Profit of the Subject Company | Company JOYFUL HONDA CO.,LTD. / Operating profit ¥10,748 million (fiscal year ended June 2025), Company ARCLANDS CORPORATION / Operating profit ¥14,196 million (fiscal year ended February 2026) |
| Net Income of the Subject Company | Company JOYFUL HONDA CO.,LTD. / Net income for the current fiscal year ¥8,327 million (fiscal year ended June 2025), Company ARCLANDS CORPORATION / Net income for the current fiscal year ¥8,088 million (fiscal year ended February 2026; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | Company JOYFUL HONDA CO.,LTD. / Net assets ¥121,791 million (fiscal year ended June 2025), Company ARCLANDS CORPORATION / Net assets ¥128,357 million (fiscal year ended February 2026) |
| Type of Consideration | Shares (1 ordinary share of the joint holding company is expected to be allotted and delivered for each ordinary share of ARCLANDS CORPORATION, and 1.15 ordinary shares of the joint holding company for each ordinary share of JOYFUL HONDA CO.,LTD.) |
| Merger ratio/share exchange ratio | The share transfer ratio is ARCLANDS CORPORATION:JOYFUL HONDA CO.,LTD. = 1:1.15. The joint holding company will become the wholly owning parent company established through the share transfer, and both companies will become wholly owned subsidiaries. |
| Number of shares acquired | Planned number of new shares to be issued by the joint holding company: 138,085,675 shares. Number of voting rights: Not disclosed |
| Goodwill amount | Goodwill (or negative goodwill) is expected to arise. The amount has not been determined at this time. Amortization period: Not disclosed |
| Impact on Business Performance | The joint holding company's management policies, plans, earnings outlook, and other matters will be considered by the two companies going forward, and further details will be announced once finalized. |
| Date of board resolution | 14 April 2026 |
| Contract Date | 14 April 2026 |
| Execution Date / Effective Date | 1 March 2027 (予定, the date of registration of the establishment of the joint holding company) |
| Valuation methodology | Market price analysis / market price method, Comparable company analysis / comparable listed company method, Discounted cash flow analysis (DCF analysis / DCF method) |
| Independent valuation institution | Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (JOYFUL HONDA CO.,LTD.), SMBC Nikko Securities Inc. (ARCLANDS CORPORATION) |
| Special Committee | None established. As no material conflict of interest exists between the two companies, no special measures have been taken. |
| Conditions Precedent to Execution | Approval of the share transfer plan at general meetings of shareholders of both companies, obtaining the approvals and permits of the Japan Fair Trade Commission and other relevant authorities, and completing the listing procedures under the applicable rules of the Tokyo Stock Exchange |
| Management structure after acquisition | The name of the joint holding company has not been determined at this time. Honda Osamu (本田理) is expected to serve as Representative Director and Chairman, Hirayama Ikuo (平山育夫) as Representative Director and President, and Sakamoto Haruhiko (坂本晴彦) as Representative Director and Executive Vice President. The board will consist of 9 directors, including 5 outside directors, and there will be 3 Audit & Supervisory Board Members. The companies will consider sharing and integrating their systems for recruiting, developing, and evaluating personnel. |
Items this document does not state (8)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsAmount of extraordinary income (loss)
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 purpose is to respond to intensifying competition in the retail industry and increasingly diverse customer needs by combining the two companies' store networks, capabilities in operating large-format stores, expertise in operating specialty stores, and product development capabilities. The companies aim to increase revenue and profitability and maximize corporate value through collaboration in product procurement, customer bases, store operations, IT, logistics, and human resources.
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.
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