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Statutory disclosure document1333Umios CorporationFood

Statutory Advance Disclosure Document (Company Split) (Taiyo A&F Co., Ltd.)

Umios is scheduled to succeed to the rights and obligations relating to 大洋エーアンドエフ株式会社's aquaculture and processed food businesses through an absorption-type company split. The effective date is 1 October 2026. No consideration will be delivered because the split is between wholly owned parent and subsidiary companies.

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Decision and Details

Pre-Transaction Disclosure Document for the Absorption-Type Company Split

Decision27 July 2026 (date of execution of the absorption-type company split agreement)
Implementation1 October 2026 (scheduled; effective date)
Going forwardThe absorption-type company split is scheduled to take effect on 1 October 2026.
AmountConsideration for the split: none; total assets of 大洋エーアンドエフ株式会社 for its most recent fiscal year (fiscal year ended March 2026): ¥25,666.01 million; total liabilities: ¥24,811.787 million; total net assets: ¥854.223 million
Quantity / scaleRights and obligations relating to the aquaculture and processed food businesses
Reason

Because the split is between wholly owned parent and subsidiary companies

Impact on Business Performance

No situation that would impede the performance of obligations is currently anticipated with respect to the company's earnings or cash flow after the absorption-type company split.

Decision and Details
ItemDetails
Matter CoveredPre-Transaction Disclosure Document for the Absorption-Type Company Split
Decision Date27 July 2026 (date of execution of the absorption-type company split agreement)
Implementation Date1 October 2026 (scheduled; effective date)
AmountConsideration for the split: none; total assets of 大洋エーアンドエフ株式会社 for its most recent fiscal year (fiscal year ended March 2026): ¥25,666.011 million; total liabilities: ¥24,811.787 million; total net assets: ¥854.223 million
Quantity / scaleRights and obligations relating to the aquaculture and processed food businesses
Impact on Business PerformanceNo situation that would impede the performance of obligations is currently anticipated with respect to the company's earnings or cash flow after the absorption-type company split.
ReasonBecause the split is between wholly owned parent and subsidiary companies
Governing RuleArticle 794, paragraph 1 of the Companies Act; Article 192, items 1, 4, 6 and 7 of the Ordinance for Enforcement of the Companies Act
Future plansThe absorption-type company split is scheduled to take effect on 1 October 2026.
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated previous disclosures

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.

Because the split is between wholly owned parent and subsidiary companies, no consideration will be delivered. The company states that, after the split, its assets will continue to substantially exceed its liabilities and that no situation impeding the performance of its obligations is currently anticipated.

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Statutory Advance Disclosure Document (Company Split) (Taiyo A&F Co., Ltd.) | Umios Corporation (1333) timely disclosure | Komori