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M&A and Subsidiary Changes1333Umios CorporationFood

Notice Regarding a Change in Consolidated Subsidiary Resulting from the Transfer of Shares in Wholly Owned Subsidiary Umiosロジ株式会社

The Company will transfer 51% of the shares in its wholly owned subsidiary Umiosロジ株式会社 to SENKO Group Holdings Co.,Ltd., and Umiosロジ株式会社 will change from a consolidated subsidiary to an equity-method affiliate of the Company. The Company's ownership interest is expected to be 49% after the transfer.

Worth reading
54Recurring
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
4890
¥ million (transfer price)
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
CounterpartySENKO Group Holdings Co.,Ltd.
Disclosing companyUmios Corporation
Umiosロジ株式会社Voting rights ownership percentageNumber of shares acquired 4,386 shares (number of shares transferred; voting rights: 4,386)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Temperature-controlled logistics business (refrigerated warehousing, freight forwarding and customs brokerage)

Location Chuo-ku, TokyoShare capital ¥430 millionDate of incorporation 16 October 2002
Net Sales¥25,352 million (fiscal year ended March 2025)
Operating profit¥2,524 million (fiscal year ended March 2025)
Net income for the current fiscal year¥1,546 million (fiscal year ended March 2025)
Net assets¥9,351 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥4,890 million (transfer price)
Amount of extraordinary income (loss)Gain or loss on transfer is currently being calculated (specific amount and quarter of recognition: Not disclosed)
Impact on Business Performance

The gain or loss on transfer associated with the transaction is currently being calculated, but the Company expects the impact on its results to be immaterial.

Procedures and assumptions
Management structure after acquisitionThe Company has confirmed with SENKO that, after completion of the transfer, the Umiosロジ株式会社 Group will continue to provide stable and sustainable logistics services to the Company Group as a core entity responsible for the logistics functions of the Company Group. The corporate name, representative, and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameSENKO Group Holdings Co.,Ltd.
Name of the Subject CompanyUmiosロジ株式会社
Business Description of the Subject CompanyTemperature-controlled logistics business (refrigerated warehousing, freight forwarding and customs brokerage)
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥430 million
Date of Establishment of the Subject Company16 October 2002
Net Sales of the Subject Company¥25,352 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥2,524 million (fiscal year ended March 2025)
Net Income of the Subject Company¥1,546 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥9,351 million (fiscal year ended March 2025)
Acquisition price¥4,890 million (transfer price)
Number of shares acquired4,386 shares (number of shares transferred; voting rights: 4,386)
Voting rights ownership percentageBefore 100.00% → after 49.00%
Amount of extraordinary income (loss)Gain or loss on transfer is currently being calculated (specific amount and quarter of recognition: Not disclosed)
Impact on Business PerformanceThe gain or loss on transfer associated with the transaction is currently being calculated, but the Company expects the impact on its results to be immaterial.
Date of board resolution11 May 2026
Contract Date11 May 2026
Execution Date / Effective Date1 September 2026 (予定)
Management structure after acquisitionThe Company has confirmed with SENKO that, after completion of the transfer, the Umiosロジ株式会社 Group will continue to provide stable and sustainable logistics services to the Company Group as a core entity responsible for the logistics functions of the Company Group. The corporate name, representative, and treatment of employees: Not disclosed
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.

Against a backdrop of labor shortages in the logistics industry and rising energy costs, the Company aims to enhance the sustainability of its Group's logistics capabilities and the growth of Umiosロジ株式会社 by utilizing SENKO's logistics expertise, management resources, and cargo acceptance and storage capacity. The Company has confirmed that, after the transfer, the Umiosロジ株式会社 Group will continue to provide stable and sustainable logistics services to the Company Group.

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Notice Regarding a Change in Consolidated Subsidiary Resulting from the Transfer of Shares in Wholly Owned Subsidiary Umiosロジ株式会社 | Umios Corporation (1333) timely disclosure | Komori