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M3, Inc. M&A Activity 2026
13371_rns_2026-06-05_5db939bf-382a-4c87-a086-b8cc4c0e9446.pdf
M&A Activity
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Disclaimer: This document is a translation of the original Japanese version. The original Japanese version was prepared and disclosed by the Company in accordance with Japanese accounting standards. This document does not contain or constitute any guarantee and the Company will not compensate for any losses or damages arising from interpretations or actions taken based on this document. In the case of any discrepancies between the Japanese original and this document, the Japanese original is assumed to be correct.
FOR IMMEDIATE RELEASE: 2026/6/5
Listed Name: M3, Inc.
(TSE Prime Market, Ticker Code: 2413)
(https://corporate.m3.com/en)
Headquarters: Akasaka Intercity, 1-11-44,
Akasaka, Minato-ku, Tokyo
Representative: Itaru Tanimura, Representative Director
Contact: Hirofumi Oba, Corporate Officer
Notice of Acquisition of Shares and Consolidation of WISEMAN Co., Ltd.
M3, Inc. (hereinafter referred to as "the Company" or "M3") has announced that it has resolved, by the resolution of its Board of Directors dated today, to acquire all of the outstanding shares and consolidate WISEMAN Co., Ltd. (Location: Morioka, Iwate; President and CEO: Soichiro Minamidate; hereinafter "WISEMAN"), as detailed below.
- Purpose of Acquisition
M3 operates "m3.com," a specialized web portal for medical professionals with over 350,000 physician members in Japan. In addition to marketing support services and clinical trial support services for pharmaceutical companies, M3 also provides DX support services for the clinical scene. Furthermore, in the nursing care sector, M3 has been offering services to address challenges in both the medical and nursing care industries through its subsidiaries, ELAN Corporation and Logic Inc., which provide everyday necessities to nursing care facilities etc. and support productivity improvements at caregiving settings using digital technologies.
On the other hand, since its establishment in 1983, WISEMAN has operated as a pioneer in software development specializing in the medical, nursing care, and welfare fields, deploying one-stop solutions from planning to development, sales, and support. Specifically, in addition to supporting the computerization of hospitals in the medical business, WISEMAN provides total support for the computerization of operations in the nursing care and welfare business. It also supports communication linking various professionals, regions, and families through the provision of a seamless collaboration platform connecting healthcare and nursing care.
Through this acquisition, M3 will powerfully promote DX at caregiving settings by combining WISEMAN's strong customer base and deep expertise in the nursing care and welfare sectors accumulated over many years with M3's technologies. This integration aims to improve on-site productivity and the quality of nursing care services, while also realizing seamless medical-nursing care collaboration that connects medical institutions and nursing care facilities.
- Outline of the Subsidiary with Changes in Scope of Consolidation (as of June 5, 2026)
| (1) | Name | WISEMAN Co., Ltd. |
|---|---|---|
| (2) | Location | 2-11-1 Moriokaekinishidori, Morioka, Iwate |
| (3) | Title and Name of the Representative | Soichiro Minamidate, President and CEO |
| (4) Business | Development, sales, and support of systems for nursing care/welfare facilities, medical facilities, and local governments | |||
|---|---|---|---|---|
| (5) Capital | 100 million yen | |||
| (6) Date of Incorporation | June 1983 | |||
| (7) Major Shareholders and Shareholding Ratio | Mr. Soichiro Minamidate owns all of the outstanding shares of WISEMAN directly or indirectly together with his relatives. | |||
| (8) Relationship between the Company and This Company | Capital Relationship | There is no capital relationship between the Company and this company to be specified. In addition, no noteworthy capital relationships exist between affiliated persons or companies ("Affiliates") of the Company and the affiliates of this company. | ||
| Personnel Relationship | There is no personnel relationship between the Company and this company to be specified. In addition, no noteworthy personnel relationships exist between affiliated persons or companies ("Affiliates") of the Company and the affiliates of this company. | |||
| Transactional Relationship | There are transactions regarding the consignment of product sales between this company and M3's subsidiaries, CUC Inc. and Logic Inc. | |||
| (9) Operating Results and Financial Condition of This Company for the Most Recent Three Years (unit: Yen) | ||||
| Fiscal Year | Fiscal Year Ended June 2023 | Fiscal Year Ended June 2024 | Fiscal Year Ended June 2025 | |
| Net Assets | 3,196 million | 2,914 million | 2,744 million | |
| Total Assets | 20,070 million | 21,165 million | 20,027 million | |
| Net Assets per Share | 11,840,001 | 10,794,991 | 10,165,795 | |
| Sales | 11,354 million | 12,202 million | 12,377 million | |
| Operating Profit (Loss) | 457 million | (346) million | (222) million | |
| Ordinary Profit (Loss) | 405 million | (379) million | (289) million | |
| Net Income (Loss) | 219 million | (294) million | (170) million | |
| Net Income (Loss) per Share | 812,911 | (1,089,346) | (631,160) | |
| Dividend per Share | - | - | - |
(*) Amounts less than one million yen are rounded down.
3. Outline of the Counterparty of the Share Acquisition
M3 will acquire all of the common shares issued by WISEMAN (hereinafter the "Shares") (Note) from the following two parties (hereinafter the "Share Transfer").
(Note) By the execution date of the Share Transfer (inclusive; hereinafter the "Share Transfer Execution Date"), WISEMAN is scheduled to acquire its own common shares from its shareholders (including MMK GK) by means of a repurchase of own shares (hereinafter the "Repurchase of Own Shares"). At the time of the Share Transfer, the shareholders of WISEMAN are scheduled to be the following two parties.
Disclaimer: This document is a translation of the original Japanese version. The original Japanese version was prepared and disclosed by the Company in accordance with Japanese accounting standards. This document does not contain or constitute any guarantee and the Company will not compensate for any losses or damages arising from interpretations or actions taken based on this document. In the case of any discrepancies between the Japanese original and this document, the Japanese original is assumed to be correct.
| (1) | Name | Soichiro Minamidate |
|---|---|---|
| (2) | Location | Sendai, Miyagi |
| (3) | Relationship between the Company and the Counterparty of the Share Acquisition | There are no capital, personnel, or transactional relationships to be reported between the Company and the individual to be specified. In addition, no noteworthy capital, personnel, or transactional relationships exist between affiliated persons or companies (“Affiliates”) of the Company and the individual. |
| (1) | Name | MMK GK |
| --- | --- | --- |
| (2) | Location | Morioka, Iwate |
| (3) | Title and Name of the Representative | Soichiro Minamidate, Managing Member |
| (4) | Business | Management and investment of securities and real estate, and consulting services |
| (5) | Capital | 2,337 million yen (As of March 31, 2026) |
| (6) | Date of Incorporation | May 29, 2020 |
| (7) | Net Assets | 2,742 million yen (As of March 31, 2026) |
| (8) | Total Assets | 2,744 million yen (As of March 31, 2026) |
| (9) | Major Shareholders and Shareholding Ratio (As of June 5, 2026) | Soichiro Minamidate |
| Megumi Minamidate | ||
| (10) | Relationship between the Company and the Counterparty of the Share Acquisition | Capital Relationship |
| Personnel Relationship | ||
| Transactional Relationship | ||
| Related Party Status |
Disclaimer: This document is a translation of the original Japanese version. The original Japanese version was prepared and disclosed by the Company in accordance with Japanese accounting standards. This document does not contain or constitute any guarantee and the Company will not compensate for any losses or damages arising from interpretations or actions taken based on this document. In the case of any discrepancies between the Japanese original and this document, the Japanese original is assumed to be correct.
- Number of Shares to be Acquired, Acquisition Price and Status of Shares Held before and after Acquisition
| (1) | Number of Shares Held before the Change | 0 shares
(Number of voting rights: 0)
(Percentage of voting rights held: 0.0%) |
| --- | --- | --- |
| (2) | Number of Shares to be Acquired (Note) | 242 shares |
| (3) | Acquisition Price | The acquisition price will not be disclosed due to the intention of the parties concerned. In calculating the acquisition price for the Shares in question, in order to ensure the fairness of the price, the Company requested KPMG FAS Co., Ltd. (Otemachi Financial City North Tower, 1-9-5 Otemachi, Chiyoda-ku, Tokyo; Representative Directors: Masahiko Chino, Hikaru Okada, and Toru Sumikawa), an independent third-party agency (the “Third-Party valuation institution”), and received a valuation report regarding the share acquisition. The Third-Party valuation institution adopted the DCF method using the income approach for the calculation method from the viewpoint of properly assessing expected earnings based on various measures and risks involved in the business planned by WISEMAN, since WISEMAN is not listed and does not have a readily available market price. In the valuation report, the acquisition price for the Shares was within the range of the evaluation value, and the Company determined the acquisition price by consultation with the parties concerned, referring to the contents of the valuation report |
| (4) | Number of Shares Held after the Change (Note) | 242 shares
(Number of voting rights: 242)
(Percentage of voting rights held: 100.0%) |
(Note) "Number of Shares to be Acquired" and "Number of Shares Held after the Change" represent the number of shares after the execution of the Repurchase of Own Shares.
- Schedule
| (1) | Date of Resolution by the Board of Directors | June 5, 2026 |
|---|---|---|
| (2) | Date of Execution of the Share Transfer Agreement | June 5, 2026 |
| (3) | Execution Date of the Share Transfer | July 1, 2026 (Scheduled) |
Disclaimer: This document is a translation of the original Japanese version. The original Japanese version was prepared and disclosed by the Company in accordance with Japanese accounting standards. This document does not contain or constitute any guarantee and the Company will not compensate for any losses or damages arising from interpretations or actions taken based on this document. In the case of any discrepancies between the Japanese original and this document, the Japanese original is assumed to be correct.
- Outlook
The Company is currently reviewing the impact of this acquisition on its consolidated financial results forecasts, and will promptly announce any matters that need to be disclosed.
(Reference) Consolidated financial results forecasts for the current fiscal year (announced on May 1, 2026) and consolidated financial results for the previous fiscal year
| Revenue | Operating Profit | Profit before tax | Profit | Profit attributable to owners of the parent | |
|---|---|---|---|---|---|
| Consolidated Financial Results | Millions of yen | Millions of yen | Millions of yen | Millions of yen | Millions of yen |
| Forecasts for the Current Fiscal Year, ending March 31, 2027 | 400,000 | 80,000 | 81,000 | 56,000 | 53,000 |
| Consolidated Financial Results for the Previous Fiscal Year, ended March 31, 2026 | 351,363 | 73,547 | 76,276 | 54,046 | 49,100 |
Disclaimer: This document is a translation of the original Japanese version. The original Japanese version was prepared and disclosed by the Company in accordance with Japanese accounting standards. This document does not contain or constitute any guarantee and the Company will not compensate for any losses or damages arising from interpretations or actions taken based on this document. In the case of any discrepancies between the Japanese original and this document, the Japanese original is assumed to be correct.