June 6, 2022
To whom it may concern
(This is an English translation of the Japanese original)
Company: | SOHGO SECURITY SERVICES CO., LTD. |
Representative: | Yukiyasu Aoyama, |
President and Representative Director | |
(Securities Code: 2331, TSE Prime Market) | |
Contact: | Eitoku Kato, General Manager of IR Office |
(Phone: +81-3-3423-2331) |
Notice Concerning the Acquisition of Shares of Kanden Joy Life Co., Ltd. and
Kanden Life Support Co., Ltd.
SOHGO SECURITY SERVICES CO., LTD. ("ALSOK") is pleased to announce the agreement which ALSOK will acquire the whole share of Kanden Joy Life Co., Ltd. ("Joy Life") and Kanden Life Support Co., Ltd.("Life Support") on June 6, 2022, which operates long-term care business. The details are as outlined below.
Matters to be disclosed are partially omitted, since it does not apply to the Timely Disclosure Standards concerning the change of subsidiaries.
1. Rationale of share acquisition
ALSOK advance efforts towards providing safety, security, and convenience besides providing various security services for individual and corporate cutomers.
ALSOK has been approaching in business expansion, especially to provide safety and security for the elderly. ALSOK has entered into long-term care business with the establishment of ALSOK CARE CO., LTD. in 2012, and afterward acquired HCM Corporation in 2014, ALSOK Care & Support Co., Ltd. in 2015, Wisnet Co., Ltd. in 2016, Care Plus Co., Ltd. in 2018, and Life Holdings Co., Ltd. in 2020. Furthermore in 2020, through a capital and business alliance with Mitsubishi Corporation, Nippon Care Supply Co., Ltd., which provides life support services for the elderly, became an equity-method affiliate and has been strengthening long-term care and related businesses.
Joy Life and Life Support, which will become new subsidiaries, have developed a facility for the elderly and housing business with more than 1,200 rooms, mainly in specified facilities. Both companies have established a strong brand power that boasts top class in the four prefectures of Kansai (Kyoto, Osaka, Hyogo, Nara). In addition, the long-term care business of both companies is based on business management policies such as "realization of a lively aging society" and "three principles of care (continuity of life, respect for self-determination, utilization of potential)". It has the characteristic of continuing to provide high-qualitylong-term care services, including those for independent people, with an emphasis on being able to live one's own life. We believe that the participation of both companies will not only expand and strengthen the Group's long -term care
business, but will also contribute to strengthening our comprehensive strength by expanding our new lineup.
ALSOK will work to improve customer satisfaction and expansion of customer base in order to further develop its business and increase the corporate value of the entire group.
2. Profile of the new company Joy Life
(1) | Company name | Kanden Joy Life Co., Ltd. | ||||||||
(The name will be changed to ALSOK JOYLIFE CO., LTD. on the | ||||||||||
share acquisition date) | ||||||||||
(2) | Head office address | 4-14-3 Nishitenma, Kita-ku,Osaka-shi, Osaka | ||||||||
(3) | Representative | Kouichirou Nishiura, Representative Executive Officer, President | ||||||||
(4) | Main lines of business | Fee based long-term care facilities, serviced housing for the elderly, | ||||||||
group homes, home-visitlong-term care / nursing services etc. | ||||||||||
(5) | Capital | ¥100 million | ||||||||
(6) | Date established | October 6, 2000 | ||||||||
(7) | Major shareholders and | The Kansai Electric Power Company, Incorporated | (99.41%) | |||||||
shareholding ratio | The Kanden L&A Co., Ltd. | (0.59%) | ||||||||
(8) | Relationship with | There is no capital, personal and business relationship to note. | ||||||||
ALSOK | ||||||||||
(9) | Financial figures for the three most recent years | |||||||||
Fiscal year | Fiscal year ended | Fiscal year ended | Fiscal year ended | |||||||
March 31, 2020 | March 31, 2021 | March 31, 2022 | ||||||||
Net assets | ¥1,177 | million | ¥1,114 | million | ¥255 | million | ||||
Total assets | ¥10,224 | million | ¥9,651 | million | ¥9,622 | million | ||||
Net assets per share | ¥34,642.82 | ¥32,790.75 | ¥7,500.24 | |||||||
Net Sales | ¥4,830 | million | ¥4,833 | million | ¥4,786 | million | ||||
Operating income | (¥6 | million) | (¥5 | million) | ¥37 | million | ||||
Ordinary income | (¥84 | million) | (¥51 | million) | (¥11 | million) | ||||
Net income | (¥163 | million) | (¥62 | million) | ¥2 | million | ||||
Net income per share | (¥4,815.58) | (¥1,852.07) | ¥66.36 | |||||||
Dividends per share | ¥0.00 | ¥0.00 | ¥0.00 | |||||||
Life Support | ||||||||||
(1) | Company name | Kanden Life Support Co., Ltd. | ||||||||
(The name will be changed to ALSOK LIFESUPPORT CO., LTD. on | ||||||||||
the share acquisition date) | ||||||||||
(2) | Head office address | 14-10Kuzuhahanazono-cho,Hirakata-shi, Osaka | ||||||||
(3) | Representative | Hideki Matsumoto, Representative Executive Officer, President | ||||||||
(4) | Main lines of business | Fee based long-term care facilities, home-visitlong-term care / nursing | ||||||||
services etc. | ||||||||||
(5) | Capital | ¥100 million |
(6) | Date established | June 3, 2002 | ||||||||||
(7) | Major shareholders and | The Kansai Electric Power Company, Incorporated | (99.57%) | |||||||||
shareholding ratio | Kanden Security of Society, Inc. | (0.43%) | ||||||||||
(8) | Relationship with | There is no capital, personal and business relationship to note. | ||||||||||
ALSOK | ||||||||||||
(9) Financial figures for the three most recent years | ||||||||||||
Fiscal year | Fiscal year ended | Fiscal year ended | Fiscal year ended | |||||||||
March 31, 2020 | March 31, 2021 | March 31, 2022 | ||||||||||
Net assets | ¥519 | million | ¥570 | million | ¥319 | million | ||||||
Total assets | ¥4,080 | million | ¥3,818 | million | ¥3,500 | million | ||||||
Net assets per share | ¥110,991.71 | ¥121,939.01 | ¥68,335.63 | |||||||||
Net Sales | ¥2,515 | million | ¥2,435 | million | ¥2,286 | million | ||||||
Operating profit (loss) | ¥84 | million | ¥37 | million | (¥86 | million) | ||||||
Ordinary profit (loss) | ¥84 | million | ¥79 | million | (¥69 | million) | ||||||
Profit (loss) | ¥55 | million | ¥51 | million | (¥76 | million) | ||||||
Profit (loss) per share | ¥11,926.16 | ¥10,947.29 | (¥16,384.63) | |||||||||
Dividends per share | ¥0.00 | ¥0.00 | ¥0.00 | |||||||||
3. Share transferee | ||||||||||||
(1) | Company name | The Kansai Electric Power Company, Incorporated | ||||||||||
(2) | Head office address | 3-6-16 Nakanoshima, Kita-ku,Osaka-shi, Osaka | ||||||||||
(3) | Representative | Takashi Morimoto, Representative Executive Officer, President | ||||||||||
(4) | Main lines of business | Electric power, heat supply, telecommunications, gas supply etc. | ||||||||||
(5) | Capital | ¥489,320 million | ||||||||||
(6) | Establishment | May 1, 1951 | ||||||||||
(7) | Net assets | ¥1,725,557 million | ||||||||||
(8) | Total assets | ¥8,075,755 million | ||||||||||
(9) | Major shareholders and | Osaka City(7.64%) | ||||||||||
shareholding ratio | ||||||||||||
(10) | Relationship with | There is no capital, personal and business relationship to note. | ||||||||||
ALSOK |
4. Number of shares to be acquired and shareholding status before and after acquisition Joy Life
(1) | Number of shares held | 0 shares |
before acquisition | (Number of voting rights: 0) | |
(Percentage of voting rights: 0.00%) | ||
(2) | Number of shares to be | 34,000 shares |
acquired | (Number of voting rights: 34,000) | |
(3) | Number of shares held | 34,000 shares |
after acquisition | (Number of voting rights: 34,000) | |
(Percentage of voting rights: 100.00%) |
Life Support
(1) | Number of shares held | 0 shares |
before acquisition | (Number of voting rights: 0) | |
(Percentage of voting rights: 0.00%) | ||
(2) | Number of shares to be | 4,680 shares |
acquired | (Number of voting rights: 4,680) | |
(3) | Number of shares held | 4,680 shares |
after acquisition | (Number of voting rights: 4,680) | |
(Percentage of voting rights: 100.00%) |
- Acquisiton cost is non-disclosure due to the consultation, although the decision of the consideration is based on reference materials of the results by independent calculation agent using fairness and appropriate method.
5. Schedule
(1) | Contract date of agreement | June 6, 2022 |
(2) | Date of share acquisition | June 22, 2022 (plan) |
6. Future outlook
Although the impact of the share acquisition on the business results for the fiscal year ending March 31, 2023 will be minor, as explained in "1. Rationale of share acquisition," this will not only expand and strengthen the Group's long-term care business, but also expand the new lineup. We believe that this will contribute to the strengthening of our comprehensive strength and will contribute to our business performance on a long-term basis.
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Disclaimer
SOHGO Security Services Co. Ltd. published this content on 06 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 June 2022 06:21:07 UTC.