Komori
M&A and Subsidiary Changes1333Umios CorporationFood

Notice Regarding the Succession of Business from a Subsidiary through a Company Split (Simplified Absorption-Type Company Split)

Umios株式会社 will succeed to the aquaculture and processed foods businesses of its wholly owned subsidiary, 大洋エーアンドエフ株式会社, through a simplified absorption-type company split without consideration. The effective date is scheduled for 1 October 2026.

Worth reading
45Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
12339
¥ million (fiscal year ending March 2026; aquaculture and processed foods businesses combined)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This company split
Counterparty (target company)大洋エーアンドエフ株式会社
Disclosing companyUmios Corporation
Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Fishing, and the import and export, production, processing and sale of marine and agricultural products, as well as the manufacture and sale of dried foods and various seasonings

Location Minato-ku, TokyoShare capital ¥709 millionDate of incorporation 28 March 1950
Net Sales¥20,833 million (fiscal year ending March 2026)
Operating profit¥352 million (fiscal year ending March 2026)
Net income for the current fiscal yearNet income attributable to owners of the parent: ¥(567) million (fiscal year ending March 2026)
Net assets¥854 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Impact on Business Performance

This company split will have no effect on the Company's consolidated results.

Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified absorption-type company split, it will be implemented without obtaining approval at a shareholders' meeting.
Management structure after acquisitionFollowing this company split, there will be no changes to the Company's name, location, titles or names of its representative, business activities, capital or fiscal year-end. Employee treatment: not disclosed.
This transaction
ItemDetails
Transaction nameThis company split
Counterparty name大洋エーアンドエフ株式会社
Name of the Subject Company大洋エーアンドエフ株式会社
Business Description of the Subject CompanyFishing, and the import and export, production, processing and sale of marine and agricultural products, as well as the manufacture and sale of dried foods and various seasonings
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥709 million
Date of Establishment of the Subject Company28 March 1950
Net Sales of the Subject Company¥20,833 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥352 million (fiscal year ending March 2026)
Net Income of the Subject CompanyNet income attributable to owners of the parent: ¥(567) million (fiscal year ending March 2026)
Net Assets of the Subject Company¥854 million (fiscal year ending March 2026)
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThis company split will have no effect on the Company's consolidated results.
Date of board resolution27 July 2026
Contract Date27 July 2026
Execution Date / Effective Date1 October 2026 (scheduled implementation date and effective date)
Conditions Precedent to ExecutionAs this is a simplified absorption-type company split, it will be implemented without obtaining approval at a shareholders' meeting.
Management structure after acquisitionFollowing this company split, there will be no changes to the Company's name, location, titles or names of its representative, business activities, capital or fiscal year-end. Employee treatment: not disclosed.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

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.

TAFCO's aquaculture and processed foods businesses have a high degree of compatibility with Umios's existing businesses, and synergies are expected from integrating the businesses. Specifically, the company cites strengthening its sales strategy, standardizing personnel and operating processes, improving efficiency by combining aquaculture technologies and expertise, and expanding the processed foods business by leveraging its overseas sales network and production sites.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Succession of Business from a Subsidiary through a Company Split (Simplified Absorption-Type Company Split) | Umios Corporation (1333) timely disclosure | Komori