M3, INC. M3, Inc.
Capital and Business Alliance
with Benefit One Inc.
N o v e m b e r 2 0 2 3
Copyright © 2023 M3, Inc. All rights reserved.
This document contains forward-looking statements relating to M3 and its company group, including forecasts, plans, and goals. These statements are made on the basis of projections based on information currently available to us as of the time this document was prepared. Further, these statements are made based on certain assumptions or hypotheses. These statements, assumptions or hypotheses may be objectively inaccurate or may not be realized in the future.
The information in this document concerning companies or any other entities except M3 and its company group is quoted from public information or was provided by such companies, and we have not verified and do not guarantee the truth, accuracy, appropriateness, etc. of such information.
M3, Inc.
Copyright © 2023 M3, Inc. All rights reserved. | 1 |
The Tender Offer will not be conducted, directly or indirectly, in or targeted at the United States, nor through the U.S. postal mail services or other interstate or international commercial methods or means (including, but not limited to, telephone, telex, facsimile, e-mail, and Internet communication), nor through any stock exchange facilities in the United States. No tender of shares in the Tender Offer may be made through any of the aforementioned methods or means, through such stock exchange facilities, or from the United States. In addition, neither the press releases related to the Tender Offer nor other relevant documents will, or may, be sent or distributed in, to, or from the United States by the postal mail services or other means. No tender of shares in the Tender Offer that violates, directly or indirectly, any of the aforementioned restrictions will be accepted.
No solicitation to purchase securities or other equivalent instruments is being made to residents in the United States or within the United States. Even if such securities or other equivalent instruments are sent to the Company by residents in the United States or from the United States, they will not be accepted.
M3, Inc.
Copyright © 2023 M3, Inc. All rights reserved. | 2 |
Overview of the Tender Offer
Key Terms | Tender Offer Price： 1,600 yen (Aggregate Tender Offer Price: 139.7 billion yen) |
Premium： 37.58% to 1,163 yen, the Target Share's closing price on November 13, 2023** | |
and | and 50.52% to 1,063 yen, the simple average of the closing prices of the last one month |
Conditions | to the date |
Number of shares acquired: 81,210,400 shares (51.16%) ～ 87,307,300 shares (55.00%) | |
of the | Schedule: |
Tender | |
- Tender Offer Period: Wednesday, November 15 ~ Wednesday, December 13, 2023 | |
Offer | - Commencement Date of Settlement of the Tender Offer: Wednesday, December 20, |
2023 | |
Business Alliance
(a) | Development and provision of unique services utilizing the platforms of both parties | |
Capital and | (b) | Promotion of cross-selling to business partners of both parties |
(c) | Utilization of the Company's human resource base by the Target | |
Business | (d) | Support for overseas development in the Target's business |
Alliance | - Maintain and respect the management philosophy and management policies of the | |
Target, and the managerial autonomy and independence as a company listed on the | ||
TSE Prime Market |
- Take appropriate measures to maintain the listing of the Target's shares on the TSE Prime Market
Acquire the shares of Benefit One Inc., including 51.16% of the shares of the current parent company (Pasona Group Inc.), through this Tender Offer and make it a consolidated subsidiary
- The Tender Offer period and other details are current plans and are subject to change.
- The business day immediately preceding the date of announcement of the Tender Offer
Copyright © 2023 M3, Inc. All rights reserved. | 3 |
Financial and Earnings Impact
- The amount required for this deal is approximately 140 billion yen
- Out of this amount, up to 90 billion yen* will be borrowed, and the remainder will be funded by cash on hand
- For FY Mar/25, earnings are expected to increase even after considering amortization of intangible assets and interest expenses on borrowings, and the impact on EPS will be positive
- The premium of this Tender Offer Price to the market share price will be approximately 40%**, but it is within a reasonable range, and significant returns through synergy creation are expected to be realized
- Loan certification has been obtained for a maximum borrowing of 100 billion yen, based on which a maximum borrowing of 90 billion yen is assumed.
** Calculated on the basis of the closing price on November 13, 2023
Copyright © 2023 M3, Inc. All rights reserved. | 4 |
"The White Jack Project"
Pre-Onset/ | After Onset/ |
Healthy Person | Patient |
General Public
Conducted initiatives
Phase 1 Happiness-i
(consumer)
Future expanding priority areas
Rinkai
Phase 2 Medical
Cancer
Phase 3 Prevention
HCP | |
(e.g. wholesaler) | Traditional main |
business domain |
Phase 4 ＥＢＨＳ
Phase 5
The White-Jack-related initiatives have been developed since 2022, but with the addition of Benefit One, it jumps discontinuously and enters a new phase
Copyright © 2023 M3, Inc. All rights reserved. | 5 |
Benefit One Inc. Overview
Benefit One Inc.
Locations | Shinjuku-ku, Tokyo |
Established | March, 1996 |
Capital | JPY 1,527 million |
Sales: JPY 42,376 million | |
Sales and | Operating Profit: JPY 10,484 |
Profits | million |
(Fiscal Year ended March 2023) | |
11.65 million members | |
Member | （9.57 million members for |
base | employees benefit program） |
* As of September 2023 | |
Consolidated： 1,185 | |
Employees | （+ 353 temporary employees） |
* As of end of September 2023 |
Main businesses
- Corporate benefit business
- Provision of corporate employee benefit program
- 16,157 companies introduced and 9.58 million members
- Healthcare services business
- Personal services and CRM businesses
- Incentive / Purchase and Settlement Service businesses
- Payment business
- Overseas business
Copyright © 2023 M3, Inc. All rights reserved. | 6 |
What we aim to achieve
Past 20 years
Listed on September 17, 2004
Ticker code: 2412
Building a de facto
platform in the corporate
benefit area
Listed on September 16, 2004
Ticker code: 2413
Building a de facto
platform to drive DX in the
healthcare industry
Next 20 years
To manage in well balance between individual quality of
life and improved business productivity with lower medical costs… Aiming to establish a de facto platform for strategic healthcare management
The two companies, each with a significant track record of business expansion in their respective fields, are joining forces to create a "true health management" platform
Copyright © 2023 M3, Inc. All rights reserved. | 7 |
Towards Realizing "True Health Management"
Economic impact per employee of using health management services
Investment (1)
10k yen
40-90k yen
(3)
(2) | Return | ||
50-100kyen | |||
Increase in labor productivity
10,000 yen per employee per year invested in health, with the aim of creating economic benefits worth 50k-100k yen… Strategic healthcare management
Copyright © 2023 M3, Inc. All rights reserved. | 8 |
Strategic Health Management: Expected Coverage
Benefit One Medium-Term Management Plan
Third Stage | Increase membership of small, | |||||
Number | medium, and self-employed | 67 mil | ||||
businesses by lowering membership | ||||||
Second Stage | fees based on settlement revenues | Self- | ||||
First Stage | Significant increase | employed | ||||
persons, etc. | ||||||
of | in the scale of | 47 mil | ||||
Membership expansion | service distribution | Companies | ||||
employee | ||||||
through aggressive | Expansion of | with less | ||||
investment | settlement revenues | than 1,000 | ||||
Building a foundation | employees | |||||
for settlement business | 18 mil | Companies | ||||
members | ||||||
9.48 mil | with more | |||||
6.33 mil | than 1,000 | |||||
employees | ||||||
Public | ||||||
Apr/21 Apr/22 | Apr/23 Apr/24 | Apr/25 Apr/26 | Approximately 10 years | Organization | ||
As of Apr/26 | 10 years+ | |||||
18 mil | 67 mil |
Opportunity to provide services to 67 million people at 10,000 yen/person (TAM is in the hundreds of billions of yen), and the scale of potential social cost improvement is in the trillions of yen
Source: Compiled from "New Mid-Term Management Plan and Future Growth Strategies" released by Benefit One on May 11, 2023.
Copyright © 2023 M3, Inc. All rights reserved. | 9 |
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Disclaimer
M3 Inc. published this content on 14 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 November 2023 14:04:11 UTC.
