[Translation]
November 18, 2021 | |
Company name: | MEDLEY, INC. |
Representative: | Kohei Takiguchi |
President and Chief Executive Officer | |
(TSE Mothers Code No.4480) | |
Contact: | Yuta Tamaru |
Director and Head of Corporate Division | |
TEL: +813-6372-1265 |
Notice Regarding Partial Succession of Business from Wholly-owned Subsidiary (MEDiPASS Co., Ltd.)
Through Company Split (Simplified Split)
MEDLEY, INC. (the "Company") hereby announces that the Company resolved at its Board of Directors Meeting held on November 18, 2021 that, effective on January 1, 2022 (scheduled), the Company will succeed the "MEDiPASS Academy" and "Goika no Kaigo" businesses (the "Businesses") operated by MEDiPASS Co., Ltd. ("MEDiPASS"), a wholly owned subsidiary of the Company, by way of company split (the "Company Split"), and that the Company has entered into an agreement ("the Agreement") related to the Company Split. As the Company Split is a simplified absorption-type split in which the wholly owned subsidiary transfers parts of its businesses to the Company, certain disclosure items and details have been omitted in this announcement.
1. Purpose of the Company Split
As announced on February 12, 2021 ("Notice Regarding Acquisition of MEDiPASS Co., Ltd"), the Company acquired all outstanding shares of MEDiPASS, converting it to a wholly owned subsidiary and the two companies have promoted initiatives together to maximize synergistic benefits. Both companies have decided to execute the Company Split to aggregate management resources through the Company's succession of the Businesses, in which considerable synergistic benefits are expected, aiming to enable more flexible and dynamic development of the Company's businesses.
2. Summary of the Company Split
- Schedule of the Company Split
(1) | Date of resolution by the Board of Directors | November 18, 2021 |
(2) | Signing date of the Agreement | November 18, 2021 |
(3) | Effective date (scheduled) | January 1, 2022 (scheduled) |
Note: The Company Split is a simplified absorption-type company split defined in Article 796, Paragraph 2 of the Companies Act with respect to the Company as the successor company, and a summary absorption-type company split prescribed under Article 784, Paragraph 1 of the Companies Act with respect to MEDiPASS as the splitting company. Therefore, neither the Company nor MEDiPASS will hold a general meeting of shareholders for approval of the Agreement.
2) Method of the Company Split
This will be an absorption-type split wherein the Company will be the successor company and MEDiPASS, a
wholly owned subsidiary of the Company, will be the splitting company.
3) Details of allotments related to the Company Split
No allotment of shares or other delivery of consideration will be made under the Company Split.
- Handling of stock acquisition rights and bonds with stock acquisition rights associated with the Company Split Not applicable.
- Capital increase/decrease due to the Company Split
There will be no increase or decrease in the capital of the Company due to the Company Split.
6) Rights and obligations assumed by the successor company
Through the Company Split, the Company will succeed assets, liabilities, agreements and other rights and obligations related to the Businesses as stipulated in the Agreement.
7) Prospect of fulfillment of obligations
The Company believes that there are no issues with the prospect of fulfillment of obligations to be performed by the Company and MEDiPASS on or after the effective date of the Company Split.
3. Overview of the companies involved in the Company Split
Splitting company | Successor company | ||||
(as of March 31, 2021) | (as of September 30, 2021) | ||||
(1) | Company name | MEDiPASS Co., Ltd. | MEDLEY, INC. | ||
(2) | Head office | 2-29-5Nishi-Gotanda,Shinagawa-ku, | 3-2-1 Roppongi, Minato-ku, Tokyo | ||
Tokyo | |||||
(3) | Name and title | Hiroshi Oda, Representative Director | Kohei Takiguchi, President and CEO | ||
of representative | and CEO | ||||
(4) | Description of business | Operation of online video nursing care | Recruitment Platform Business | ||
training service "MEDiPASS | Medical Platform Business | ||||
Academy," online introduction service | |||||
for paid senior living facilities "Goika | |||||
no Kaigo," business management | |||||
support for home healthcare and | |||||
nursing care providers, etc. | |||||
(5) | Capital | 100 million yen | 6,664 million yen | ||
(6) | Date of establishment | September 1, 2008 | June 5, 2009 | ||
(7) | Number of shares issued | 320,000 | 32,177,900 | ||
(8) | Fiscal year end | December 31 (Note 1) | December 31 | ||
(9) | Major shareholders and | MEDLEY, INC. | 100.00% | Kohei Takiguchi | 18.54% |
their holding ratios (Note | Goichiro Toyoda | 10.75% |
2) | CREDIT SUISSE | 6.84% | |
(LUXEMBOURG) S.A. / | |||
CUSTOMER ASSETS. | |||
FUNDS UCITS | |||
(standing proxy: MUFG | |||
Bank, Ltd.) | |||
NORTHERN TRUST | 3.62% | ||
CO. (AVFC) RE IEDU | |||
UCITS CLIENTS NON | |||
LENDING 15 PCT | |||
TREATY ACCOUNT | |||
(standing proxy: HSBC | |||
Tokyo Branch) | |||
Custody Bank of Japan, | 3.09% | ||
Ltd. | |||
(securities investment | |||
trust account) | |||
NTT DOCOMO INC. | 2.90% | ||
MSIP CLIENT | 2.34% | ||
SECURITIES | |||
(standing proxy: Morgan | |||
Stanley MUFG Securities | |||
Co., Ltd.) | |||
THE BANK OF NEW | 2.02% | ||
YORK, NON-TREATY | |||
JASDEC ACCOUNT | |||
(standing proxy: MUFG | |||
Bank, Ltd.) | |||
BBH FOR UMB BANK, | 1.98% | ||
NATIONAL | |||
ASSOCIATION- | |||
OBERWEIS INT OPP | |||
INSTITUTION FD | |||
(standing proxy: MUFG | |||
Bank Ltd.) | |||
One Globe Capital Co., | 1.37% | ||
Ltd. |
- Operating results and financial position in previous fiscal year (JPY)
Net assets | 419 million | 9,717 million |
Total assets | 592 million | 15,519 million |
Net assets per share | 1,309.77 | 314.53 |
Net sales | 1,113 million | 6,830 million |
Operating profit | 81 million | 396 million |
Ordinary profit | 82 million | 422 million |
Net profit | 3 million | 455 million |
Net profit per share | 12.20 | 15.69 |
Note 1: Fiscal year end has been changed in the general meeting of shareholders held on June 28, 2021.
Note 2: (9) Major shareholders and their holding ratios of the successor company (the Company) are based on data as of June 30, 2021.
4. Overview of the businesses to be split and succeeded
- Businesses to be split
"MEDiPASS Academy" and "Goika no Kaigo" businesses
2) Business results of the businesses to be split
As the Company Split will be conducted by the Company and its wholly owned subsidiary, the business results of the businesses to be split shall not be disclosed.
3) Items and amounts of assets and liabilities to be split (as of October 31, 2021)
Assets | Liabilities | |||
Item | Book value (JPY) | Item | Book value (JPY) | |
Current assets | - | Current liabilities | 11 million | |
Non-current assets | 55 million | Non-current liabilities | - | |
Total | 55 million | Total | 11 million |
Note: The above amounts are calculated based on the balance sheet as of October 31, 2021. The actual value to be split will be determined by factoring in changes in the above amounts as of the effective date of the Company Split.
5. Status after the Company Split
Following the Company Split, there will be no change to the company name, head office location, representative positions and names, business details, capital, or fiscal year of the Company.
6. Forecasts
As the Company Split will be conducted by the Company and its wholly owned subsidiary, it will have no material impact on the Company's consolidated financial results.
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Disclaimer
Medley Inc. published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 06:11:10 UTC.