Nihon Sohatsu Group Co., Ltd. (7814) said its board on Oct. 8 approved a simplified share exchange to make 81.10%-owned subsidiary Japan Broadcast Solutions Co., Ltd. (JBS) a wholly owned unit, allotting 146 of its common shares for each JBS share, or a planned 137,970 shares in total, all drawn from treasury stock.
The parent will use the simplified procedure under Article 796, Paragraph 2 of the Companies Act, so no approval from its own shareholders is required. JBS will seek approval at an extraordinary shareholders' meeting. No new shares will be issued, and the ratio may be revised by mutual agreement if underlying conditions change materially.
Osaka-based JBS handles planning, system design, installation and maintenance of video, audio and distribution equipment for exhibitions, arenas, stadiums, schools and broadcasters, and also sells and rents professional equipment and provides content production and live broadcasting and streaming. The two companies formed a business alliance in April 2021, and JBS became a consolidated subsidiary on Oct. 4, 2022. The parent said full ownership would speed up decision-making and allow more efficient use of management resources.
Independent valuer FYD Co., Ltd. applied the market price method to the parent, using simple average closing prices on the TSE Standard Market over one, three and six months with a reference date of Sept. 25, 2026, and the adjusted book value net assets method to unlisted JBS, producing a ratio range of 131.77 to 174.28. JBS's remaining shares are held by its President Koji Yamane (17.90%) and another individual shareholder (1.00%).
| Item | JBS, FY ended Dec. 2025 (non-consolidated) |
|---|---|
| Revenue | ¥1,651 million |
| Operating profit | ¥39 million |
| Net profit | ¥28 million |
| Net assets | ¥486 million |
For the same year, the parent reported consolidated revenue of ¥86,987 million and profit attributable to owners of parent of ¥6,530 million. It expects the impact on consolidated results for the year ending December 2026 to be minor.
Next steps: the JBS extraordinary shareholders' meeting is scheduled for Nov. 25, 2026, and the share exchange is set to take effect on Dec. 1, 2026.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
Summaries of public disclosures by Japanese listed companies. Not investment advice; accuracy not guaranteed. Figures and dates in the TDnet originals prevail.
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