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M&A and Subsidiary Changes2109Mitsui DM Sugar Co.,Ltd.Food

Notice Regarding the Acquisition of Shares Resulting in a Change in Subsidiaries and a Change in a Specified Subsidiary

DM MITSUI SUGAR HOLDINGS CORPORATION will acquire all 246,100 shares of 株式会社シニアライフクリエイト, making it a wholly owned subsidiary with 100% of the voting rights and a specified subsidiary.

Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
100
% (voting rights ownership ratio after the acquisition)
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyJ-STAR No.5-A, LP, J-STAR No.5-B, LP, J-STAR No.5-C, LP, J-STAR No.5-D, LP, J-STAR No.5-E, LP, Takahashi Hiroshi (髙橋 洋)
Disclosing companyMitsui DM Sugar Co.,Ltd.
株式会社シニアライフクリエイトVoting rights ownership percentageNumber of shares acquired 246,100 shares (number of voting rights: 246,100)

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

Operation of the franchise headquarters for the senior-focused home-delivered meal service “Takuhai Cook 123,” and the “Tokusuke-kun” food wholesale business for senior care facilities, among others

Location Shinagawa Ward, TokyoShare capital ¥50 millionDate of incorporation 3 August 2023
Net Sales¥15,758 million (fiscal year ended February 2026)
Net assets¥1,880 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition priceUndisclosed pursuant to a confidentiality agreement
Impact on Business Performance

The impact on consolidated full-year results for the fiscal year ending March 2027 is currently under review.

Procedures and assumptions
Valuation methodologyShare valuation, including the discounted cash flow method and other methods, together with legal and financial due diligence
Conditions Precedent to ExecutionRequired notifications to the relevant administrative authorities under the Antimonopoly Act, and the acquisition of permits, approvals and other authorizations
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameJ-STAR No.5-A, LP, J-STAR No.5-B, LP, J-STAR No.5-C, LP, J-STAR No.5-D, LP, J-STAR No.5-E, LP, Takahashi Hiroshi (髙橋 洋)
Name of the Subject Company株式会社シニアライフクリエイト
Business Description of the Subject CompanyOperation of the franchise headquarters for the senior-focused home-delivered meal service “Takuhai Cook 123,” and the “Tokusuke-kun” food wholesale business for senior care facilities, among others
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company3 August 2023
Net Sales of the Subject Company¥15,758 million (fiscal year ended February 2026)
Net Assets of the Subject Company¥1,880 million (fiscal year ended February 2026)
Acquisition priceUndisclosed pursuant to a confidentiality agreement
Number of shares acquired246,100 shares (number of voting rights: 246,100)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact on consolidated full-year results for the fiscal year ending March 2027 is currently under review.
Date of board resolution10 September 2026
Contract Date10 September 2026
Execution Date / Effective DateEnd of September 2026 (scheduled)
Valuation methodologyShare valuation, including the discounted cash flow method and other methods, together with legal and financial due diligence
Conditions Precedent to ExecutionRequired notifications to the relevant administrative authorities under the Antimonopoly Act, and the acquisition of permits, approvals and other authorizations
Items this document does not state (14)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses 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 CommitteeManagement 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.

To expand the senior nutrition business by mutually leveraging 株式会社シニアライフクリエイト’s customer touchpoints, sales channels and product supply platform for home-delivered meals and food wholesale for senior citizens, together with the DM MITSUI SUGAR HOLDINGS CORPORATION Group’s product and service platform in the nutrition and health fields.

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Notice Regarding the Acquisition of Shares Resulting in a Change in Subsidiaries and a Change in a Specified Subsidiary | Mitsui DM Sugar Co.,Ltd. (2109) timely disclosure | Komori