SMS Co., Ltd. (2175) said on Oct. 21 it will split off its stress check outsourcing and data health businesses, transferring the data health unit to Medcare for ¥1 in cash. Both splits are scheduled to take effect on Dec. 1, 2026.
The stress check outsourcing business will be carved out through a simplified incorporation-type company split into a newly established wholly owned subsidiary, Stress Check Co., capitalized at ¥1 million. SMS will transfer all shares in the new company to Wellness Communications (TSE Growth: 366A) on the day it is set up, removing it from consolidation. Wellness Communications' major shareholders are SOMPO Holdings (32.08%) and LHP Holdings, L.P. (28.65%).
The data health business, centered on specific health guidance, will be transferred to Medcare through a simplified absorption-type split. Medcare will pay SMS ¥1 in cash and will deliver no shares or other assets. SMS said it agreed on the consideration with Medcare, an unrelated party, after weighing the unit's earnings and outlook, the operating costs and responsibilities Medcare will take on, and the work needed to transfer contracts. Medcare is wholly owned by M3, Inc. and had net assets of negative ¥146 million in its latest fiscal year.
SMS said the moves follow the roadmap for maximizing corporate value it disclosed on April 28, 2026, which calls for concentrating resources on focus areas. Neither split requires shareholder approval, and SMS's capital will not change.
| Item | Stress check | Data health |
|---|---|---|
| Acquirer | Wellness Communications | Medcare |
| Sales, FY to March 2026 | ¥179 million | ¥590 million |
| Share of consolidated sales | 0.3% | 0.9% |
SMS said the data health split will have a minor impact on consolidated results for the fiscal year ending March 2027. It left its forecast for that year, released on April 28, 2026, unchanged.
Both splits are scheduled to take effect on Dec. 1, 2026. Stress Check Co. will be established and the share transfer will close on that date. Directors of the new company after the transfer will be decided later.
| 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 |
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