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M&A and Subsidiary Changes1518MITSUI MATSUSHIMA HOLDINGS CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in Sanyo Co., Ltd. and Its Conversion into a Subsidiary

Mitsui Matsushima Holdings acquired all issued shares of 株式会社山洋 and decided to make 山洋 and its subsidiaries consolidated subsidiaries. The share transfer is scheduled to take place on 21 August 2026.

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This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyNot disclosed because the counterparty is an individual
Disclosing companyMITSUI MATSUSHIMA HOLDINGS CO.,LTD.
株式会社山洋Voting rights ownership percentageNumber of shares acquired 149,516 shares (number of voting rights: 149,516)

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

Manufacture and sale of cotton swabs and cotton balls

Location Tondabayashi, Osaka PrefectureShare capital ¥60 millionDate of incorporation 27 May 1980
Net Sales¥3,641 million (fiscal year ended February 2026)
Operating profit¥393 million (fiscal year ended February 2026)
Net income for the current fiscal year¥406 million (fiscal year ended February 2026)
Net assets¥9,078 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition priceNot disclosed due to the confidentiality obligations between the parties
Type of ConsiderationCash (予定 to be funded with cash on hand and bank borrowings)
Funding arrangementsFunding is予定 to be provided through cash on hand and bank borrowings.
Impact on Business Performance

The company resolved to revise upward its earnings forecast for the fiscal year ending March 2027 and revise its dividend forecast to increase the dividend. For details, see the notice titled “Notice Regarding the Upward Revision of the Earnings Forecast and Revision of the Dividend Forecast (Increase in Dividend) for the Fiscal Year Ending March 2027,” disclosed on the same date.

This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameNot disclosed because the counterparty is an individual
Name of the Subject Company株式会社山洋
Business Description of the Subject CompanyManufacture and sale of cotton swabs and cotton balls
Location of the Subject CompanyTondabayashi, Osaka Prefecture
Capital Stock of the Subject Company¥60 million
Date of Establishment of the Subject Company27 May 1980
Net Sales of the Subject Company¥3,641 million (fiscal year ended February 2026)
Operating Profit of the Subject Company¥393 million (fiscal year ended February 2026)
Net Income of the Subject Company¥406 million (fiscal year ended February 2026)
Net Assets of the Subject Company¥9,078 million (fiscal year ended February 2026)
Acquisition priceNot disclosed due to the confidentiality obligations between the parties
Type of ConsiderationCash (予定 to be funded with cash on hand and bank borrowings)
Number of shares acquired149,516 shares (number of voting rights: 149,516)
Voting rights ownership percentageBefore 0% → after 100%
Funding arrangementsFunding is予定 to be provided through cash on hand and bank borrowings.
Impact on Business PerformanceThe company resolved to revise upward its earnings forecast for the fiscal year ending March 2027 and revise its dividend forecast to increase the dividend. For details, see the notice titled “Notice Regarding the Upward Revision of the Earnings Forecast and Revision of the Dividend Forecast (Increase in Dividend) for the Fiscal Year Ending March 2027,” disclosed on the same date.
Date of board resolution22 July 2026
Contract Date22 July 2026
Execution Date / Effective Date21 August 2026 (予定)
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 periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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.

The objective is to drive growth in high-value-added fields and improve profitability by incorporating 山洋's technological capabilities, quality, brand strength and growth potential in its cotton swab business, while combining these with the Mitsui Matsushima Holdings Group's expertise in cost management and productivity improvement in manufacturing, capital investment, supply capabilities and support for overseas expansion.

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Notice Regarding the Acquisition of Shares in Sanyo Co., Ltd. and Its Conversion into a Subsidiary | MITSUI MATSUSHIMA HOLDINGS CO.,LTD. (1518) timely disclosure | Komori