Komori
M&A and Subsidiary Changes2117WELLNEO SUGAR Co.,Ltd.Food

Notice Concerning a Change in an Equity-Method Affiliate (Share Transfer)

ウェルネオシュガー has decided to transfer all 42,800 shares it holds in ツルヤ化成工業, an equity-method affiliate, to ツルヤ化成工業 itself. Following completion of the transfer, ツルヤ化成工業 is expected to cease being an equity-method affiliate.

Worth reading
37Immaterial
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
20.03
Voting rights ownership ratio (%)
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
Counterparty (target company)ツルヤ化成工業株式会社
Disclosing companyWELLNEO SUGAR Co.,Ltd.
Subject of this transactionNumber of shares acquired 42,800 shares (number of voting rights: 42,800)Voting rights ownership percentage Before 20.03% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture and sale of additives, primarily sweeteners, various food ingredients, health foods and functional foods

Location Nirasaki, Yamanashi PrefectureShare capital ¥100 millionDate of incorporation 20 August 1968
Net Sales¥4,113 million (fiscal year ended June 2025)
Operating profit¥313 million (fiscal year ended June 2025)
Net income for the current fiscal year¥330 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceThe transfer price is not disclosed due to discussions with the purchaser regarding confidentiality.
Impact on Business Performance

The company believes that the impact of this share transfer on its consolidated results will be minor.

This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameツルヤ化成工業株式会社
Name of the Subject Companyツルヤ化成工業株式会社
Business Description of the Subject CompanyManufacture and sale of additives, primarily sweeteners, various food ingredients, health foods and functional foods
Location of the Subject CompanyNirasaki, Yamanashi Prefecture
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company20 August 1968
Net Sales of the Subject Company¥4,113 million (fiscal year ended June 2025)
Operating Profit of the Subject Company¥313 million (fiscal year ended June 2025)
Net Income of the Subject Company¥330 million (fiscal year ended June 2025)
Acquisition priceThe transfer price is not disclosed due to discussions with the purchaser regarding confidentiality.
Number of shares acquired42,800 shares (number of voting rights: 42,800)
Voting rights ownership percentageBefore 20.03% (after not disclosed)
Impact on Business PerformanceThe company believes that the impact of this share transfer on its consolidated results will be minor.
Date of board resolution25 August 2026
Contract Date25 August 2026
Execution Date / Effective Date18 September 2026 (scheduled)
Items this document does not state (15)
Net Assets 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)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.

This decision was made after comprehensive consideration of the results achieved by the group and a review prompted by changes in the business environment.

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 Concerning a Change in an Equity-Method Affiliate (Share Transfer) | WELLNEO SUGAR Co.,Ltd. (2117) timely disclosure | Komori