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M&A and Subsidiary Changes1379HOKUTO CORPORATIONFood

Notice Regarding the Acquisition of Shares in Funagata Mushroom Co., Ltd. (Making It a Subsidiary)

HOKTO CORPORATION has decided to acquire 415 shares of 有限会社舟形マッシュルーム and make it a subsidiary with a 100.0% voting rights ownership ratio. The acquisition price is undisclosed due to confidentiality obligations, and the acquisition is scheduled to be completed on 30 April 2026.

Worth reading
47Recurring
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
100
Voting rights ownership ratio (%)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyNagasawa Daisuke (長澤大輔) (Representative Director and President), Nagasawa Mitsuyoshi (長澤光芳) (Representative Director and Chairman)
Disclosing companyHOKUTO CORPORATION
有限会社舟形マッシュルームVoting rights ownership percentageNumber of shares acquired 415 shares (including 215 common shares and 200 non-voting dividend-preference shares); number of voting rights: Not disclosed

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.
Target company

Mushroom production and sales, manufacture and sales of processed mushroom products, and restaurant operations

Location 6831 Nagasawa, Funagata, Mogami District, Yamagata PrefectureShare capital ¥51 millionDate of incorporation 15 October 2001
Net Sales¥1,186 million (fiscal year ended March 2025)
Operating profitOperating loss of ¥39 million (fiscal year ended March 2025)
Net income for the current fiscal yearNet loss of ¥17 million (fiscal year ended March 2025)
Net assetsNet assets of ¥135 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations
Impact on Business Performance

The impact on the performance of HOKTO CORPORATION's group for the fiscal year ending March 2027 is expected to be immaterial.

Procedures and assumptions
Valuation methodologyDetermined through discussions with the counterparty based on a valuation calculated using objective criteria
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameNagasawa Daisuke (長澤大輔) (Representative Director and President), Nagasawa Mitsuyoshi (長澤光芳) (Representative Director and Chairman)
Name of the Subject Company有限会社舟形マッシュルーム
Business Description of the Subject CompanyMushroom production and sales, manufacture and sales of processed mushroom products, and restaurant operations
Location of the Subject Company6831 Nagasawa, Funagata, Mogami District, Yamagata Prefecture
Capital Stock of the Subject Company¥51 million
Date of Establishment of the Subject Company15 October 2001
Net Sales of the Subject Company¥1,186 million (fiscal year ended March 2025)
Operating Profit of the Subject CompanyOperating loss of ¥39 million (fiscal year ended March 2025)
Net Income of the Subject CompanyNet loss of ¥17 million (fiscal year ended March 2025)
Net Assets of the Subject CompanyNet assets of ¥135 million (fiscal year ended March 2025)
Acquisition priceNot disclosed due to confidentiality obligations
Number of shares acquired415 shares (including 215 common shares and 200 non-voting dividend-preference shares); number of voting rights: Not disclosed
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact on the performance of HOKTO CORPORATION's group for the fiscal year ending March 2027 is expected to be immaterial.
Date of board resolution8 April 2026
Contract Date8 April 2026 (the agreement had been executed as of the beginning of the notice); 20 April 2026 (scheduled) (in the schedule section)
Execution Date / Effective Date30 April 2026 (scheduled)
Valuation methodologyDetermined through discussions with the counterparty based on a valuation calculated using objective criteria
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

As demand for mushrooms increases in Japan, HOKTO CORPORATION will make the target company, which has 24 years of operating history and robust production technology, a subsidiary in order to expand its product lineup. Following the acquisition, the group aims to improve performance through sales activities leveraging HOKTO CORPORATION's sales capabilities and purchasing and procurement activities that capitalize on the group's economies of scale.

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Notice Regarding the Acquisition of Shares in Funagata Mushroom Co., Ltd. (Making It a Subsidiary) | HOKUTO CORPORATION (1379) timely disclosure | Komori