Ledax Co., Ltd. (TSE: 7602) will pay ¥670mn for full ownership of a new company set up to take over Harika, an 80-year-old gift retailer with roughly 100 direct and franchise stores and about 450 corporate accounts, under a sponsor agreement signed September 16.
The deal uses Japan's common second-company structure for distressed handovers. Harika incorporated a new entity, also carrying the Harika name, on July 31, 2026, with capital of just ¥1. That successor company will absorb Harika's stores, contracts, staff and other assets through a company split, but not its bank borrowings, which stay with the original entity, due to be renamed after the split.
Once the successor secures required licenses, including a liquor retail permit, Ledax will buy all of its shares for ¥670mn, taking full ownership. The company split is scheduled to take effect January 1, 2027, with Ledax's share purchase following on January 5.
| Item | Detail |
|---|---|
| Acquisition price | ¥670mn for 100% of the successor company's shares |
| Structure | Second-company scheme; Harika's business moves to a new entity via absorption-type company split |
| Debt treatment | Bank borrowings excluded from the split, remain with the original entity, which will be renamed |
| Harika FY Dec 2025 results | Revenue ¥5.1bn; operating loss ¥13mn; net loss ~¥57.7mn |
| 2027 target | Revenue ~¥5.02bn; operating profit ¥78mn; ordinary profit ¥105mn |
| Planned closing | January 5, 2027 (share acquisition), following company split effective January 1, 2027 |
Harika's underlying business generated ¥5.1bn in revenue for the year to December 2025 but swung to an operating loss of ¥13mn and a net loss of roughly ¥57.7mn. Ledax's filing cites recent shifts in consumer spending, unresolved succession planning and interest-bearing debt as the backdrop that pushed Harika toward a fundamental restructuring. Ledax expects the fair value of the net assets and liabilities it is acquiring to exceed the ¥670mn price, producing a negative-goodwill gain it plans to book as a one-off profit in the fiscal year the deal closes. Its post-acquisition business plan targets operating profit of ¥78mn and ordinary profit of ¥105mn in 2027, on revenue of about ¥5.02bn.
Japan's domestic gift market grew 3.4% in 2025 to roughly ¥11.57tn, according to Yano Economic Institute data cited in Ledax's filing, the backdrop Ledax is betting on to turn the chain around. The share transfer agreement itself is not due to be signed until October 31, and every date in the timetable is described as provisional.