Wellness Communications Corp. (366A) said on Oct. 21 it will acquire all 100 shares of a new company set up to take over SMS Co.'s stress-check business, with the purchase planned for Dec. 1, 2026 and an absorption merger effective Jan. 1, 2027; the price was not disclosed.
The target, Stress Check Co., is scheduled to be established by SMS through a corporate split on Dec. 1, 2026, with capital of ¥1 million and SMS as its sole shareholder. The business provides stress-check services mainly to medical institutions and nursing-care operators. Wellness Communications has no capital, personnel or business ties with SMS.
Wellness Communications, listed on the Tokyo Stock Exchange Growth market, offers health-management solutions built around its Growbase platform and provides stress checks through Growbase Mentally. The company said bringing in the unit's customer base, operational know-how and staff will strengthen its mental-health business and expand sales of Growbase Mentally.
The purchase price was withheld under an agreement with SMS. Wellness Communications said it was set through negotiations, with reference to a third-party valuation and the business's financial position, results and earnings outlook. After the acquisition, the company will absorb Stress Check Co. in a simplified merger under Article 796, Paragraph 2 of the Companies Act, requiring no shareholder approval; no shares or cash will be delivered in the merger.
Wellness Communications' consolidated results for the year ended March 2026:
| Item | Figure |
|---|---|
| Revenue | ¥14.78 billion |
| Operating profit | ¥1.19 billion |
| Total assets | ¥9.73 billion |
| Net assets | ¥5.83 billion |
Next steps: The share transfer agreement was signed on Oct. 21, 2026. Stress Check Co. is to be set up and acquired on Dec. 1, 2026, when the merger agreement is also scheduled to be signed. The merger is set to take effect on Jan. 1, 2027.
| 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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