Nippon Life Insurance Company has launched a tender offer for Medical Data Vision Co., Ltd. (MDV) as it moves to incorporate health data and analytics more deeply into its operations alongside its traditional life insurance business in Japan and the wider Asia region.
The company said it decided to acquire MDV’s shares and other securities through a tender offer under Japan’s Financial Instruments and Exchange Act, with the intention of making MDV a wholly owned subsidiary. Nippon Life describes the transaction as part of its long-term sustainability and business strategy, which it said aims to realise “a society in which everyone can live their lives with peace of mind,” focusing on the themes of “people,” “community,” and “environment.” It has also set out a corporate vision of becoming “a corporate group offering various types of reassurance across diverse areas centering around life insurance, spanning out to asset management, healthcare, long‑term care, childcare, and others as a provider of ‘multidimensional peace of mind’.”
In the context of demographic change and population aging, the company treats healthcare, long-term care, childcare, and related sectors as focus areas tied to issues such as declining birthrates and rising longevity. Nippon Life said it has been pursuing “value propositions beyond insurance” that combine risk products with health-related services and data.
Nippon Life entered the healthcare field on a full-scale basis in fiscal 2017, offering its Nissay Health Promotion Consulting Service (Wellness-Star) to corporate clients, other insurers, and local governments. The service covers analysis of health issues using health checkup and medical claims data and support for planning and implementing health programs. To support this activity, the insurer has provided free data analysis services to insurers and used its corporate network to build an internal database. It has collected more than 3.3 million health data records, including checkup results and claims information, which it applies in consulting work and in adding data elements to its insurance and health-related offerings.
The company has been considering merger and acquisition options to broaden this base. Objectives include increasing the scale and variety of health data, strengthening analytics capabilities, and supporting services for corporate customers, insurers, local governments, and regional healthcare providers, as well as medical support linked to its core insurance business.
MDV, listed on the Tokyo Stock Exchange Prime Market under code 3902, works with a network of medical institutions, mainly hospitals, and manages more than 50 million health records, primarily Diagnosis Procedure Combination (DPC) data. It provides health data analysis and utilisation services to healthcare and life science stakeholders.
According to Nippon Life, MDV has the network, data assets, and technical functions the insurer has been looking to add, which led to the decision to proceed with the tender offer and planned full consolidation. Nippon Life aims to use health data and analytics as a key business pillar across both its healthcare and insurance segments once MDV is integrated.
The insurer also plans to apply artificial intelligence and digital technologies to the combined platform to develop products and services around preventive medicine and health support. These plans are linked to its Medium-Term Management Plan for 2024-2026, under which the group has set the theme of “Further multidimensional expansion of domestic peace of mind.”
For MDV’s minority shareholders, the tender offer price has been set at ¥1,693 per share. Separately, MDV will carry out a post-offer acquisition of treasury shares from major shareholder SBI Holdings, Inc. at ¥1,189 per share. Under a non-tender agreement, SBI Holdings will not tender its MDV shares into the public offer. Instead, it will sell all of its shares back to MDV at the agreed treasury share acquisition price once the tender offer has been completed.
Nippon Life noted that SBI Holdings is expected to qualify for Japanese corporation tax treatment that allows for non-inclusion of deemed dividends in taxable income in connection with the treasury share transaction. According to the company, the treasury share acquisition price is therefore set below the tender offer price to allocate more economic value to minority shareholders while “maximising the tender offer price and ensuring fairness among shareholders.”
The treasury share acquisition price has been calculated so that SBI Holdings’ after-tax proceeds would be broadly equivalent whether it sold its shares into the tender offer or through the treasury share acquisition. The tender offer period is scheduled from Dec. 16, 2025, to Feb. 3, 2026, covering 30 business days.
The offer comes as MDV adjusts its financial outlook and manages rising costs tied to its data infrastructure. For the third quarter of its fiscal year ending December 2025 (Q3 FY25), MDV reported sales of ¥4,650 million, an increase of 12.7% year on year. Gross profit rose 6.3% to ¥3,248 million, and operating profit was ¥95 million, compared with an operating loss of ¥140 million in the same period a year earlier. Revenue growth was led mainly by the data utilisation services segment, supported by expanded sales resources. However, profitability was constrained by a 30.9% year-on-year increase in cost of goods sold over the first three quarters, driven particularly by higher expenses for cloud-based services such as data centre fees.
Separately, Nippon Life reported financial results for the six months ended Sept. 30, 2025. Annualised premiums for policies in force totalled ¥3,690.5 billion as of Sept. 30, equivalent to 99.7% of the level at March 31, 2025. Individual insurance in force was ¥2,671.8 billion, or 99.9% of the March 31 figure, while individual annuities stood at ¥1,018.7 billion, or 99.2%. Medical coverages, living benefits, and other products in force reached ¥682.4 billion, or 100.4% of the March 31 level.
In new business, annualised premiums for individual insurance were ¥106.6 billion for the six-month period, 100.6% of the prior-year level. New individual annuities were ¥12.5 billion, 142.8% of the same period in 2024. Total new annualised premiums came to ¥119.1 billion, or 103.8% year on year. New premiums for medical coverages, living benefits, and other products were ¥21.7 billion, 102.1% of the year-earlier period.
