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M&A and Subsidiary Changes2134Kitahama Capital Partners Co.,Ltd.Information and Communications, Services and Others

Notice Regarding a Change in Subsidiaries and Affiliates (Making a Consolidated Subsidiary) and the Launch of a New Business

DIAフードマネージメント合同会社, an existing unconsolidated subsidiary, is scheduled to become a consolidated subsidiary, and is scheduled to launch a restaurant business in May 2026. The company plans to invest approximately ¥90 million in opening costs and expects revenue of ¥166 million for the fiscal year ending March 2027.

Worth reading
49Recurring
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
166
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Change in Subsidiary Status (Conversion to Consolidated Subsidiary) and Launch of New Business
Disclosing companyKitahama Capital Partners Co.,Ltd.
DIAフードマネージメント合同会社Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Restaurant operations

Location Chuo-ku, OsakaShare capital ¥10,000Date of incorporation 15 November 2024
Net Sales— (fiscal year ended March 2025)
Operating profit¥0 thousand (fiscal year ended March 2025)
Net income for the current fiscal year-¥23 thousand (fiscal year ended March 2025)
Net assets-¥13 thousand (fiscal year ended March 2025)
Consideration and expenses
Funding arrangementsThe transaction is scheduled to be funded with internal funds.
Impact on Business Performance

Revenue of ¥166 million is expected to be included in consolidated results for the fiscal year ending March 2027 and is scheduled to be incorporated into the earnings forecast for that fiscal year.

Procedures and assumptions
Management structure after acquisitionDIAフードマネージメント合同会社 is scheduled to become a consolidated subsidiary and operate a restaurant business. An accomplished chef with experience training at renowned restaurants in France will be engaged as an external partner and commissioned to select the location, develop the concept and formulate the business plan.
This transaction
ItemDetails
Transaction nameChange in Subsidiary Status (Conversion to Consolidated Subsidiary) and Launch of New Business
Name of the Subject CompanyDIAフードマネージメント合同会社
Business Description of the Subject CompanyRestaurant operations
Location of the Subject CompanyChuo-ku, Osaka
Capital Stock of the Subject Company¥10,000
Date of Establishment of the Subject Company15 November 2024
Net Sales of the Subject Company— (fiscal year ended March 2025)
Operating Profit of the Subject Company¥0 thousand (fiscal year ended March 2025)
Net Income of the Subject Company-¥23 thousand (fiscal year ended March 2025)
Net Assets of the Subject Company-¥13 thousand (fiscal year ended March 2025)
Voting rights ownership percentageAfter 100% (equity interest) (before not disclosed)
Funding arrangementsThe transaction is scheduled to be funded with internal funds.
Impact on Business PerformanceRevenue of ¥166 million is expected to be included in consolidated results for the fiscal year ending March 2027 and is scheduled to be incorporated into the earnings forecast for that fiscal year.
Date of board resolution24 April 2026
Execution Date / Effective DateMay 2026 (scheduled) (business launch date)
Management structure after acquisitionDIAフードマネージメント合同会社 is scheduled to become a consolidated subsidiary and operate a restaurant business. An accomplished chef with experience training at renowned restaurants in France will be engaged as an external partner and commissioned to select the location, develop the concept and formulate the business plan.
Items this document does not state (16)
Counterparty nameAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 purpose is to further expand the Group’s business areas and enhance the value added of its services while pursuing efforts to capture inbound demand and invest in regional revitalization and community development businesses. The company intends to utilize the expertise of an external chef to launch the business quickly and ensure operational quality. In the future, it also aims to enhance the value of restaurants at golf courses and accommodation facilities, thereby strengthening the Group’s overall earnings base.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Change in Subsidiaries and Affiliates (Making a Consolidated Subsidiary) and the Launch of a New Business | Kitahama Capital Partners Co.,Ltd. (2134) timely disclosure | Komori