Ship Healthcare Holdings launched a tender offer of ¥1,970 per share for nursing-care operator Charm Care Corporation (6062) to make it a wholly owned subsidiary, and Charm Care's board endorsed the bid and recommended that shareholders tender.
Ship Healthcare already holds 9.6 million Charm Care shares, or 29.33%, indirectly through wholly owned subsidiary S.T.K., making it the largest shareholder, and accounts for Charm Care as an equity-method affiliate. One of Charm Care's seven directors is an outside director dispatched by Ship Healthcare, and the two companies signed a business alliance agreement on May 12, 2020.
The offer has no maximum. The minimum is 12,194,500 shares, which would give Ship Healthcare a 66.73% stake. Four series of stock acquisition rights will be bought at ¥1 per unit; the board left the decision to tender to holders. Charm Care shares are expected to be delisted.
Conditional on the offer succeeding, Charm Care cut its interim and year-end dividends for the year ending June 2027 to zero from a previously forecast ¥24 each, or ¥48 for the year. It paid ¥43 for the year ended June 2026.
Charm Care also reported first-quarter (July-September) results:
| Item | Amount | YoY |
|---|---|---|
| Net sales | ¥12,403 million | +12.5% |
| Operating profit | ¥1,537 million | +39.2% |
| Ordinary profit | ¥1,571 million | +41.8% |
| Net profit attributable to owners of parent | ¥1,152 million | +53.2% |
The full-year forecast was left unchanged at net sales of ¥51,455 million, operating profit of ¥5,965 million and net profit of ¥4,055 million.
Next steps: the tender offer runs from Nov. 9 to Dec. 21, 2026, a period of 30 business days.
| Hob Co., Ltd. | |
| Offer price | ¥1,140 per share |
| Shobunsha Holdings | |
| Offer price | ¥752 per share |
| Charm Care Corporation | |
| Tender offer price | ¥1,970 per share |
| GEOSTR Corporation | |
| H1 net profit | ¥951 million (up 118.9%) |
| Dai Nippon Toryo Co., Ltd. | |
| H1 net profit attributable to owners | ¥3.43 billion (up 144.2%) |
| Shinto Paint Co., Ltd. | |
| Share exchange effective date | Feb. 25, 2027 (scheduled) |
| Up Garage Group | |
| Maximum shares to be purchased | 880,000 shares (11.09%) |
| Nakku | |
| H1 net income | loss of ¥62 million |
| M&A / TOB | 23 |
| Guidance | 83 |
| Buybacks | 28 |
| Dividends | 22 |
| Capital | 11 |
| Earnings | 275 |
| People | 2 |
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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