Sold for up to 2.6 billion yen just 3 years after founding. Why a protein D2C brand chose the 'perfect timing' for an M&A, with operating profit growing from 6 million to 500 million yen.
Key points of this article
・On July 23, 2026, Daidoh Limited (Tokyo Stock Exchange Standard/Nagoya Stock Exchange Premier, 3205) announced that it would acquire all shares of 4strengX, which operates the protein brand "Verifyst".
The fixed consideration is 2.3 billion yen. If certain performance targets for the fiscal year ending September 2026 are met, an additional 300 million yen will be paid, bringing the total stock consideration to a maximum of 2.6 billion yen.
・4strengX was established on October 2, 2023, and the share transfer is scheduled for August 31, 2026. If executed as planned, it will be an EXIT just 2 years and 11 months after founding.
・What I find most noteworthy about this deal is not the 2.6 billion yen figure itself.This company did not sell after maximizing its profits, but rather just before its profits reached their peak.
・The shares were held by four individuals, each with a 25% stake. All four transferred their entire holdings at the same time, with the price structure and the exit for all shareholders handled simultaneously within a single transaction.
・This article is my personal opinion based on timely disclosures, the buyer's explanatory materials, and various public reports. I am not an FA or otherwise involved in this transaction.
Less than 3 years since founding, up to 2.6 billion yen. First, let's organize the facts.
Hello. I am Fukushima from Hansa Advisors.
I currently run a YouTube channel called "3 Years 1 Billion, Fukushima-sensei." I provide M&A knowledge to business owners who are sellers, aiming to help them achieve an EXIT of over 1 billion yen within 3 years of founding. To that end, I share content on how to build a company, how to grow it, and when the "right time to sell" is.
https://youtube.com/@fukushima_sensei?si=WFB3E2t9yuMU5SKT
A deal that almost perfectly embodies what I have been talking about on that channel has been announced.
On July 23, 2026, Daidoh Limited (Tokyo Stock Exchange Standard/Nagoya Stock Exchange Premier, Securities Code 3205) announced that it would acquire all shares of 4strengX Co., Ltd., which operates the protein brand "Verifyst".
Here are the facts as confirmed by public information.
・Buyer: Daidoh Limited. Its core business is apparel and textiles. It has set out a restructuring of its business portfolio in its medium-term management plan "Evolution and Leap," and is entering the wellness and beauty sector with this deal.
・Target Company: 4strengX Co., Ltd. (Toda City, Saitama Prefecture, established October 2, 2023, capital 6 million yen, Representative Director Yuji Yamaguchi)
・Business Description: Planning, development, and sales of protein-related products. Its product design specializing in large 3kg sizes and its marketing centered on e-commerce are considered its strengths.
・Shareholders: Four individuals each hold 25%. Names and addresses are undisclosed at the individuals' request.
・Number of shares acquired: 600 shares (100% acquisition ratio)
・Fixed acquisition price: 2.3 billion yen. In addition, acquisition-related expenses are approximately 151 million yen.
・Additional consideration: Up to 300 million yen, conditional on achieving certain performance targets for the fiscal year ending September 2026.
・Scheduled date of share transfer: August 31, 2026.
Here, I will first clarify how to read the numbers, as reports have varied in their notation.
The stock consideration that the seller is guaranteed to receive is 2.3 billion yen. If performance targets are met, 300 million yen will be added, bringing the stock consideration to a maximum of 2.6 billion yen. The approximately 2.45 billion yen mentioned in some reports is the 2.3 billion yen plus the buyer's acquisition-related expenses of approximately 151 million yen, which is the buyer's initial expenditure and not the amount received by the seller. In this article, I will use the fixed stock consideration of 2.3 billion yen and the maximum of 2.6 billion yen consistently.
The performance trends are as follows.
・Fiscal year ending September 2024 (first year of establishment): Sales 88 million yen / Operating profit 6 million yen / Net profit 4 million yen
・Fiscal year ending September 2025: Sales 1.37 billion yen / Operating profit 187 million yen / Net profit 118 million yen / Net assets 128 million yen
Furthermore, the buyer's explanatory materials show sales of 1.057 billion yen and operating profit of 213 million yen as the results for the first half of the fiscal year ending September 2026, with full-year forecasts of 2 billion to 2.6 billion yen in sales and 500 million to 570 million yen in operating profit.
In the first half alone, they have already exceeded the operating profit of the previous full fiscal year.This one line is the starting point for everything in this case.
Note that the fiscal year ending September 2024 was the first year of establishment, and it is possible that it was not in full operation for 12 months. I do not intend to emphasize the multiplier itself, such as "operating profit increased by about 90 times in 3 years." Nevertheless, a company that reached the point where an operating profit of 500 million yen was in sight within less than 3 years of founding was 100% transferred to a listed company at exactly that timing. This fact is well worth considering as a decision-making process for sellers.
Below, I will break this down in the order of market, product, competitive advantage, price, capital, and timing.
Behind the growth of profit from 6 million to 500 million yen, there was a moment when the market's leading players changed.
If you dismiss the reason for the rapid growth as "good marketing," nothing remains for the seller/business owner. First, let's look at what was happening on the market side.
According to Fuji Keizai's "Protein Supplement Food" survey, the domestic market exceeded 100 billion yen in 2016 and 200 billion yen in 2020, and is expected to reach 309.6 billion yen in 2025 (a 4.4% increase from the previous year). It is organized that double-digit year-on-year growth continued from 2020 to 2021, and it entered a period of stable growth from 2022 onwards.
Note that this figure covers 12 items of protein supplement foods and is not the market size of protein powder alone.
What I think is important, more than the market size itself, is the point that heavy users account for about 50% of demand in the same survey.
This means that the rules of the game in the market have changed. In a market where you are increasing the number of new drinkers, awareness and education are effective. However, in a market where you are trying to capture people who are already drinking it every day, the unit price per 1kg is the most effective factor.
And one more thing, changes were also happening on the supply side.
In the 2010s, for heavy protein users, personal import of overseas brands was an extremely rational choice. Optimum Nutrition, Myprotein, MuscleTech, Dymatize. The unit price per 1kg was cheaper than domestic products, large capacities like 5lb and 10lb were the norm, and there were plenty of flavors. I myself was one of those who ordered Optimum Nutrition from the United States.
However, entering the 2020s, the weak yen, rising international logistics costs, soaring whey raw material prices, price hikes by the overseas brands themselves, tariffs and consumption taxes, and delivery times all overlapped at the same time, and the price advantage of personal imports rapidly faded.
On the other hand, the behavior of buying daily necessities via e-commerce has become completely established. Protein has moved from being a tool for muscle training to a position close to a daily necessity.
The center of demand shifted to heavy users, the price advantage of overseas brands collapsed, and purchases moved to e-commerce. With these three things happening at the same time, a void was created where the market's leading players shifted from the "era of cheaply importing overseas brands personally" to the "era of buying domestic brands cheaply, quickly, and in large quantities via e-commerce."
4strengX was established in October 2023. This corresponds to the period when that void was at its widest.
Rather than creating a new market, I read it as a company that accurately captured the moment when the market's leading players were changing.
Note that this trend of "protein D2C brands moving to the next stage" is not limited to this case. In the same month of July 2026, it was also announced that VALX, produced by Yoshinori Yamamoto, had reached a basic agreement to transfer its 24-hour gym business to Fit Crew. This is a carve-out by business unit rather than the whole company, but it has something in common in terms of switching growth phases.
▶ VALX, produced by Yoshinori Yamamoto, to transfer only its gym business. What is the goal?
https://note.com/hanseatic_league/n/n8c484184fc72
The 3kg product design was not a bargain product, but a profitability design.
The most distinctive feature of 4strengX's product design is its specialization in the large capacity of 3kg.
From the consumer's perspective, the benefits are easy to understand. The price per 1kg is cheaper, purchase frequency decreases, forgetting to buy decreases, and the burden of shipping costs is relatively lower. It becomes a more rational choice for those who drink it every day.
However, what I want to focus on is the company's economics.
The fact that sales per order are large means that it is easier to absorb advertising costs with the average customer spend.In the e-commerce business, the advertising cost required to acquire one order determines profitability. With a 3,000 yen product and a 10,000 yen product, the profit remaining is completely different even if you spend the same amount on advertising.
In addition, the number of packaging and shipping instances decreases, raw materials can be ordered in large quantities, and the purchase volume of repeaters is also large. It is also a structure that makes it easy to build sales scale in a short period of time.
3kg was likely not just a bargain product, but a product design to make Amazon advertising and logistics profitable.
This is my hypothesis based on public information, but it makes sense when combined with operations focused on a small number of SKUs.
Why were they able to keep winning with a product anyone can make?
This is the core to understanding the competitive advantage of this case.
Protein itself can be made if you outsource it to an OEM manufacturer. There is no need to own a factory. The OEM partner also supports raw material procurement. You can also sell on Shopify or Amazon. You can also outsource advertising requests to influencers. The difference in basic ingredients is difficult for consumers to understand.
In other words, the barrier to entry at the stage of making the product is low.
However, being able to make a product and achieving annual sales of 1.37 billion yen and operating profit of 187 million yen are completely different stories.
At the stage of exceeding 1 billion yen in annual sales and continuing to generate profit, the following capabilities are required: stable large-volume procurement of raw materials, response to exchange rate fluctuations, holding large inventories and preventing stockouts, profitability management of Amazon advertising, accumulation of reviews, suppression of logistics costs, response to returns and quality complaints, maintenance of repeat rates, response to labeling and legal regulations, and resistance to price competition.
The barrier to entry for the product is low, but the barrier to operation is not low.This is where the value of this company lay.
And in the arena of Amazon, assets accumulate for companies that start winning.
As sales volume increases, reviews accumulate. As reviews accumulate, search rankings rise. As search rankings rise, natural traffic increases, and the ratio of advertising costs to sales decreases. As advertising efficiency increases, sales volume increases further. As sales volume increases, raw materials can be purchased in bulk, and costs decrease. If costs decrease, profit remains even if the price is lowered, and that price generates more sales volume.
Even if a latecomer can stand out temporarily by using advertising costs, they cannot buy the reviews and procurement power that the leading company has accumulated all at once.
In other words, what 4strengX created was not cheap protein.They built their own exclusive barrier to entry within another company's platform, Amazon.Products can be imitated, but a system that sells cannot be easily imitated. I think that is where the value of this company lay.
Note that specific market share and ranking on Amazon are not disclosed, so I will not touch upon them in this article.
2.3 billion yen + up to 300 million yen. How was this price constructed?
Now I will enter the discussion of price.
Based on the results for the fiscal year ending September 2025, the fixed consideration of 2.3 billion yen is at the following level:
・Sales multiplier: approx. 1.68x
・Operating profit multiplier: approx. 12.3x
・Net profit multiplier: approx. 19.5x
Looking at the maximum consideration of 2.6 billion yen, the operating profit multiplier is approximately 13.9x. Looking only at the previous fiscal year's results, it looks like a fairly high valuation.
However, when based on the forecast for the fiscal year ending September 2026 (operating profit of 500 million to 570 million yen), the view is completely different.
・Fixed consideration 2.3 billion yen: approx. 4.0–4.6x
・Maximum consideration 2.6 billion yen: approx. 4.6–5.2x
Looking at the previous fiscal year's profit, it is high. Looking at the current fiscal year's profit, it looks like a rather settled level.This difference in evaluation must have been the point at the center of the negotiations for this case.
Note that the multipliers here are simple multipliers against operating profit. I do not call them EBITDA multipliers. I believe they should not be treated on the same level as practical EBITDA multipliers for the following reasons: information on net debt is limited, adjustments for normal earning power have not been made, the details of adjustments such as founder compensation are unknown, the impact of inventory valuation and temporary advertising costs is unknown, and the fiscal year ending September 2026 is a forecast value.
So, what is the mechanism of the conditional 300 million yen for?
The term "earn-out" is not used in the official documents. However, it is stated that an additional consideration of 300 million yen will be paid on the condition of achieving certain performance targets in the fiscal year ending September 2026, so it is a design that can be evaluated as a performance-linked conditional consideration in M&A practice.
Here, there is a decisive difference from a general earn-out.
・Contract conclusion: July 23, 2026
・Closing scheduled: August 31, 2026
・Target fiscal year-end: September 30, 2026
There is only about one month from closing to the end of the fiscal year.
A normal earn-out is designed to pay additional consideration for management results for 1 to 3 years after acquisition. However, in this case, there is effectively no time to evaluate management efforts after acquisition. Therefore, rather than a reward for results after acquisition, it is natural to see this 300 million yen as a mechanism to reflect in the price the landing of the fiscal year ending September 2026, which is not yet fixed at the time of the contract but is already visible to a considerable extent.I speculate the structure of the negotiation as follows.
The seller's logic is clear. Do not evaluate us only on the operating profit of 187 million yen for the fiscal year ending September 2025. An operating profit of over 500 million yen is in sight for the fiscal year ending September 2026. I want this growth in the current fiscal year to be reflected in the price.
The buyer's logic is just as clear. The fiscal year ending September 2026 is not yet fixed. There are also risks such as Amazon dependence, inventory, advertising costs, and raw material prices. It is difficult to pay the full amount as fixed consideration for unfixed profit.
And what it landed on is the form of 2.3 billion yen fixed consideration + 300 million yen conditional.
The buyer suppresses the risk of missing performance targets, and the seller can reflect the growth of the current fiscal year in the price.I read it as a structure where neither side gave in, but rather a structure where the difference in evaluation was shared.However, the specific numbers and calculation formulas for the performance targets are not disclosed. Since a forecast of over 500 million yen in operating profit is shown, I think it is highly likely that the profit level is an important judgment factor, but the achievement criteria themselves in the contract are undisclosed. I do not know if it is all-or-nothing or a phased payment. I will avoid making a definitive statement on this point.
What the buyer bought was not protein.
When talking about price, the discussion inevitably leans toward "is it expensive or cheap?" However, it is not just the target company's numbers that determine the price in an M&A. **Depending on who buys it, the price of the same company changes.**
Let's organize what Daidoh Limited acquired in this case from public information.
The "time" that generated 1.37 billion yen in sales in 2 years. Search rankings on Amazon. Reviews. Customer data. Product planning ability. E-commerce marketing know-how. Raw material procurement network. Logistics operations. Sales volume that can maintain low prices. A business that is already profitable. And the right to enter the wellness market.
The buyer itself also explains that it evaluates the target company's hit product creation ability, marketing power, e-commerce sales know-how, high sales growth rate, high profit margin, and high capital efficiency. Furthermore, a policy to utilize the target company's e-commerce sales and marketing capabilities for the group's existing businesses has been indicated.
In other words, what the buyer bought was not protein. It was the e-commerce sales system completed in a short period of time and the time it took to reach that point.
For a company that has apparel and textile business as its core and advocates the restructuring of its business portfolio, e-commerce/D2C operational capability is something that would take several years if built from scratch in-house. I think it is natural to see it as having bought that time.
This point of "the price changes depending on who buys it" is something I also wrote about when I analyzed the case where ZOZO made High Link a wholly-owned subsidiary for 4.95 billion yen. It is a structure where a price that cannot be fully explained by the numbers of the target company alone is established by the synergies unique to the buyer.
▶ ZOZO makes High Link a wholly-owned subsidiary for 4.95 billion yen—3 structures where a valuation exceeding the post-procurement valuation and 100% acquisition were established
https://note.com/hanseatic_league/n/neefbd5ec191c
Why sell such a rapidly growing company now?
This is the part I most wanted to write about in this article.
Thinking about it normally, questions remain. Why would a company that exceeded its previous fiscal year's operating profit in just the first half, and is on track for over 500 million yen in operating profit for the full year, let go at this timing? Couldn't they have sold for more by waiting another year?
My reading is that this company completed its first growth model and sold just before entering its second growth model. Let me list the capabilities required in the first stage: Focus on Amazon. Product design of 3kg. Low price. Few SKUs. Acquisition of heavy users. EC advertising operations. Utilization of OEM. High-speed decision-making with a small team.
4strengX completed this combination in just under three years.
So, what would be needed to aim for 3 billion or 5 billion yen in sales from here?
Sales channels other than Amazon. In-house EC. Subscription models. Rakuten. Drugstores. Convenience stores. Sports retailers. Gyms. Corporate sales. Overseas sales. New categories. Quality assurance. Management accounting. Financial functions. Recruitment. Organizational hierarchy. Delegation of authority. Internal controls.
The ability to achieve a breakthrough on Amazon and the ability to operate a comprehensive food brand with nationwide distribution are two different things.Moreover, the troublesome part is that the strengths of the first stage become the constraints of the second stage. Amazon focus turns into Amazon dependence, 3kg focus turns into a narrow customer base, low price turns into weak brand loyalty, few SKUs turns into a limit on sales expansion potential, and small-team management turns into dependence on key personnel.
Should they shoulder all of this transformation on their own, or use the capital, credibility, management, and sales infrastructure of a major company? My view is that 4strengX chose the latter. This is a hypothesis based on public information, and I do not know how the parties involved actually made their decision.
The structure where a D2C company reaching 1 to 3 billion yen in sales faces the three choices of an independent IPO, independent growth while remaining private, or sale to a major company is common regardless of the industry. I have previously analyzed the case of a company that chose a 100% sale despite being in a position to target an IPO.
▶ Hulic acquires Salowin as a 100% subsidiary—The M&A chosen by a company that could have targeted an IPO, and the 'first call' held by the buyer
https://note.com/hanseatic_league/n/nf3aaef22c3b6
The issue of a company owned 25% each by four people
Let me also touch on the capital structure.
The shares of 4strengX were held 25% each by four individuals. No external VCs or corporate shareholders have been confirmed in disclosures.
Generally speaking, a structure of four people with 25% each is one where decision-making is prone to stalling when opinions are split 2-to-2. Capital increases, investments, dividends, and sales—none of these can be decided by any one person alone. It is a structure where even the representative does not hold a majority on their own.
This time, those four people transferred all their shares at the same time. It is not that there was actually a disagreement, and nothing has been disclosed. However, as a result, all four people cashed out their shares under the same conditions, and the risks between shareholders that could have arisen in the future were resolved at the same time.
By simple calculation, if the 2.3 billion yen fixed consideration is distributed equally among the four, it is approximately 575 million yen per person, and including the 300 million yen additional consideration, it is a maximum of approximately 650 million yen per person. Since the actual distribution method, taxes, representation and warranty insurance, escrow, compensation holdbacks, and executive retirement benefits are not disclosed at all, this is just a simple calculation.
Even so, the design of the price and the design of the exit for all shareholders are handled simultaneously in a single transaction.Even from the seller's side, I think it is a highly complete transaction design.
The issue of how the amount received at EXIT changes if you continue to hold shares personally without bringing in external capital is written in detail in the case of Bachelor Date, which achieved an EXIT of 3.483 billion yen in 4 years and 10 months with zero external capital. As a structure where the choice of capital policy determines the amount received, there are overlapping parts with this case.
▶ 3.483 billion yen in 5 years, 100% personal ownership, 2nd consecutive large EXIT—Reading Yuki Mochizuki's Bachelor Date sale from 3 design elements
https://note.com/hanseatic_league/n/n80f4864f65d9
Sold not after fully growing, but at the moment when they could most strongly prove they were growing
Let me summarize what we have discussed so far.
Many managers think that to sell a company for a high price, you must wait until you have maximized profits. In situations where I am consulted, the phrase 'after I build up the numbers a little more' comes up frequently.
However, 4strengX was different.They did not sell after maximizing profits. They sold just before profits reached their maximum.
This difference is decisive.
A buyer who sees a company that has fully grown thinks, 'How can I grow this further?' They have to draw the continuation of growth themselves.
A buyer who sees a company that is still growing thinks, 'How far will this company grow?' The continuation of growth becomes visible on its own.
In the former, the price is drawn to current profits. In the latter, the price is drawn to the future.
When you line up the materials that 4strengX brought to the negotiating table, this structure becomes clear. They proved rapid growth with previous fiscal year results (1.37 billion yen in sales / 187 million yen in operating profit), proved acceleration with first-half results (1.057 billion yen in sales / 213 million yen in operating profit), and left room for growth in the form of full-year forecasts. The market is also growing, the winning strategy on Amazon has been established, and there is still room for sales channel expansion.
What they sold was not 1.37 billion yen in sales or 187 million yen in operating profit. It was a future that had not yet been realized. And they sold it at the point where that future looked the highest.
What is most highly valued in M&A is not the past that has been accumulated, but the future that the buyer can believe in. Many managers think 'after I grow it a little more' and pass that point. When you try to sell after you have fully grown, all the seller can talk about at that time is the past.
Of course, the assessment that it was the 'perfect timing' is not a conclusion made with full knowledge of the future. We do not yet know if the fiscal year ending September 2026 will land as forecast. It is merely an assessment based on the strength of the materials the seller had at the time of negotiation, as an FA exclusively for the seller.
Having said that, they sold not after fully growing, but at the moment when they could most strongly prove they were growing.From the seller's perspective, I think this judgment is truly brilliant.
What managers aiming for '1 billion in 3 years' can take away
Finally, let me organize the points that seller managers can take away from this case.
The first is that how you choose your market dictates your exit.
4strengX did not create a new market. They entered at the exact right time into a market that had already grown to a 300 billion yen scale, where demand was shifting to heavy users, and the main players on the supply side were about to change. At the moment the market itself changes, a void is created where even a latecomer can build scale in a short period.
The second is to build barriers in the mechanism, not the product.
Even for products that anyone can make, not everyone can make a profit at the same price. If you build a structure where sales volume, reviews, search rankings, advertising efficiency, and purchasing conditions are linked and accumulated, that in itself becomes a competitive advantage. What buyers value is, in many cases, not the product itself, but this mechanism.
The third is that there are ways to reflect the growth of the current period in the price.
If you negotiate only with fixed consideration, growth that has not yet been confirmed is difficult to value. Contingent consideration functions as a tool to bridge the gap between the buyer's risk and the seller's expectations. However, if the design of the achievement conditions is wrong, it can also become a mechanism that the seller cannot receive. This design is the area where the involvement of an expert on the seller's side is most effective.
The fourth is to design the exit of the capital structure at the same time as the price.
In a company with multiple shareholders, even if the price can be agreed upon, it does not mean that everyone can exit under the same conditions at the same time. In this case, that was handled simultaneously in a single transaction.
And finally, the time to sell is not 'after you have fully grown'.This is also the very content I have consistently talked about in '3 Years 1 Billion Fukushima-sensei'.
Finally, I have a question I would like to ask you all. If you were in the position of the four shareholders, which would you have chosen?
A. Wait until the landing of the current period is confirmed, and go for an increase in the fixed consideration itself.
B. Accept the contingent 300 million yen and sell now, when growth looks strongest even if it is unconfirmed.
There is logic to both. I understand the judgment of B well, but I also understand just as well the feeling of managers who want to wait until the numbers are confirmed to increase the fixed consideration. Please let me hear your opinions from your perspective in the comments.
※ This article is the author's analysis and personal opinion based on public information, and there is no intention to criticize any specific company or related parties. The facts in the article are based on the buyer's timely disclosure, explanatory materials, official website, and various public reports, but I have not received specific information from the parties involved. The performance for the fiscal year ending September 2026 is a forecast, and the specific achievement criteria for contingent additional consideration, the names of the seller shareholders, the distribution method of the transfer consideration, and the management structure after the acquisition are all undisclosed. No facts indicating disagreement among shareholders have been confirmed. The stock transfer execution date is scheduled for August 31, 2026. I am not an FA or other related party to this case. The content is based on information as of July 2026.
【Reference Materials】
・DyDo Limited Timely Disclosure 'Notice Regarding Stock Acquisition Involving Change of Subsidiary' (July 23, 2026), Explanatory Materials, Medium-Term Management Plan 'Evolution and Leap'
・WWDJAPAN 'DyDo acquires rapidly growing protein 'Verifist' for 2.3 billion yen' (July 23, 2026)
・M&A Online, Kotora, and other various public reports
・Fuji Keizai 'Protein Supplement Foods 2025: Changes in User Trends in the Stable Growth Period'
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Hanseatic Advisors Co., Ltd.
Representative Director Takamasa Fukushima
Our company provides decision-making support for sellers in company sales, business succession, and M&A as an FA exclusively for the seller with no conflicts of interest. It is a structure that advises with the seller's interests as the top priority, from a position different from brokerage firms or buyers. We accept consultations on issues such as the design of contingent consideration like in this case, exit design for multiple shareholders, judgment of sale timing, and second opinions on deals that are already in progress.
Also, for managers aiming for an EXIT exceeding 1 billion yen in 3 years from founding, I also post on YouTube about how to build, grow, and sell a company.
https://youtube.com/@fukushima_sensei?si=WFB3E2t9yuMU5SKT
https://hanseatic.co.jp
TEL: 03-6772-5604
Email: info@hanseatic.co.jp
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