Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
5.4
US$ millions (acquisition of a 30% interest in OKPM; separately, the value of the KYOKUYO shares to be acquired by LS is equivalent to US$10.5 million)Wording
Conditional
How definitive the wording is.This transaction
Dissolution of the joint venture in the US crab-flavored kamaboko business and acquisition of KYOKUYO shares by LSCounterpartyGreat Ocean Group Holding LLC (GOGH), LS Stream Ltd. (LS)
Disclosing companyKYOKUYO CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution15 May 2026
Execution Date / Effective DateThe joint venture will be dissolved on 15 May 2026. LS's acquisition of KYOKUYO shares is scheduled to take place in stages on or after 15 May 2026, with final completion expected around the end of April 2029.
Target company
OKPM: Manufacture and sale of crab-flavored kamaboko for the US market, and asset management for a refrigerated warehouse business company. KYOKUYO CO.,LTD.: Not disclosed
Location Washington State, US (OKPM). KYOKUYO CO.,LTD.: Not disclosedShare capital US$18 million (OKPM). KYOKUYO CO.,LTD.: Not disclosedDate of incorporation 21 April 2023 (OKPM). KYOKUYO CO.,LTD.: Not disclosed
Net assetsUS$17.245 million (as of 31 December 2025, OKPM). KYOKUYO CO.,LTD.: Not disclosed
Consideration and expenses
Acquisition priceUS$5.4 million (GOGH's 30% interest in OKPM) and the equivalent of US$10.5 million (KYOKUYO shares to be acquired by LS)
Type of ConsiderationCash acquisition (acquisition of the interest in OKPM and market purchases of KYOKUYO shares)
Funding arrangementsGOGH will transfer the funds it has invested in OKPM to an equity investment in KYOKUYO. The specific funding method, including borrowings and cash on hand, is Not disclosed.
Impact on Business Performance
The impact on KYOKUYO's consolidated results for the fiscal year ending March 2027 from the dissolution of the joint venture in the US crab-flavored kamaboko business and LS's acquisition of KYOKUYO shares is expected to be minor.
Procedures and assumptions
Management structure after acquisitionThe US crab-flavored kamaboko business will continue as a business operated solely by KYOKUYO, with ongoing cooperation from GOGH. The company name, representative and treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Dissolution of the joint venture in the US crab-flavored kamaboko business and acquisition of KYOKUYO shares by LS |
| Counterparty name | Great Ocean Group Holding LLC (GOGH), LS Stream Ltd. (LS) |
| Name of the Subject Company | Ocean’s Kitchen Property Management LLC (OKPM) and KYOKUYO CO.,LTD. (the subject of the share acquisition) |
| Business Description of the Subject Company | OKPM: Manufacture and sale of crab-flavored kamaboko for the US market, and asset management for a refrigerated warehouse business company. KYOKUYO CO.,LTD.: Not disclosed |
| Location of the Subject Company | Washington State, US (OKPM). KYOKUYO CO.,LTD.: Not disclosed |
| Capital Stock of the Subject Company | US$18 million (OKPM). KYOKUYO CO.,LTD.: Not disclosed |
| Date of Establishment of the Subject Company | 21 April 2023 (OKPM). KYOKUYO CO.,LTD.: Not disclosed |
| Net Assets of the Subject Company | US$17.245 million (as of 31 December 2025, OKPM). KYOKUYO CO.,LTD.: Not disclosed |
| Acquisition price | US$5.4 million (GOGH's 30% interest in OKPM) and the equivalent of US$10.5 million (KYOKUYO shares to be acquired by LS) |
| Type of Consideration | Cash acquisition (acquisition of the interest in OKPM and market purchases of KYOKUYO shares) |
| Number of shares acquired | 336,000 shares (based on an exchange rate of ¥160 per US$1 and a share price of ¥5,000; voting rights: Not disclosed) |
| Voting rights ownership percentage | Before OKPM: KAMEC 70%, GOGH 30% → after OKPM: KAMEC 100%. Following LS's acquisition of KYOKUYO shares: 2.78% (as a percentage of shares outstanding) |
| Funding arrangements | GOGH will transfer the funds it has invested in OKPM to an equity investment in KYOKUYO. The specific funding method, including borrowings and cash on hand, is Not disclosed. |
| Impact on Business Performance | The impact on KYOKUYO's consolidated results for the fiscal year ending March 2027 from the dissolution of the joint venture in the US crab-flavored kamaboko business and LS's acquisition of KYOKUYO shares is expected to be minor. |
| Date of board resolution | 15 May 2026 |
| Execution Date / Effective Date | The joint venture will be dissolved on 15 May 2026. LS's acquisition of KYOKUYO shares is scheduled to take place in stages on or after 15 May 2026, with final completion expected around the end of April 2029. |
| Management structure after acquisition | The US crab-flavored kamaboko business will continue as a business operated solely by KYOKUYO, with ongoing cooperation from GOGH. The company name, representative and treatment of employees are Not disclosed. |
Items this document does not state (15)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.GOGH proposed transferring the funds it had invested in OKPM to an equity investment in KYOKUYO, and the parties reached an agreement after discussions.
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