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M&A and Subsidiary Changes2220KAMEDA SEIKA CO.,LTD.Food

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

Kameda Seika will transfer its 28,026,726 shares in its equity-method affiliate KAMEDA LT FOODS (INDIA) PRIVATE LIMITED, representing a 49.0% voting interest, to LT Foods Limited. As a result, KLT will no longer be an equity-method affiliate of Kameda Seika, and its ownership interest will become 0%.

Worth reading
45Recurring
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
49
Percentage of voting rights held (before the change, %)
Wording
Conditional
How definitive the wording is.

This transaction

This share transfer
CounterpartyLT Foods Limited
Disclosing companyKAMEDA SEIKA CO.,LTD.
KAMEDA LT FOODS (INDIA) PRIVATE LIMITEDVoting rights ownership percentageNumber of shares acquired 28,026,726 shares (number of voting rights: 28,026,726)

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 of rice snacks in India and sales in India and overseas

Location Gurgaon, Haryana, IndiaShare capital 571 million rupeesDate of incorporation 14 March 2017
Net Sales140.972 million rupees (fiscal year ending March 2026)
Operating profit-58.415 million rupees (fiscal year ending March 2026)
Net income for the current fiscal year-121.114 million rupees (fiscal year ending March 2026)
Net assets-31.703 million rupees (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceAs the transfer price is less than 15% of consolidated net assets at the end of the immediately preceding fiscal year, and pursuant to the confidentiality agreement between the parties, we will refrain from disclosing it.
Impact on Business Performance

The impact on consolidated results for the cumulative second quarter and full fiscal year ending March 2027 is expected to be immaterial.

This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty nameLT Foods Limited
Name of the Subject CompanyKAMEDA LT FOODS (INDIA) PRIVATE LIMITED
Business Description of the Subject CompanyManufacture of rice snacks in India and sales in India and overseas
Location of the Subject CompanyGurgaon, Haryana, India
Capital Stock of the Subject Company571 million rupees
Date of Establishment of the Subject Company14 March 2017
Net Sales of the Subject Company140.972 million rupees (fiscal year ending March 2026)
Operating Profit of the Subject Company-58.415 million rupees (fiscal year ending March 2026)
Net Income of the Subject Company-121.114 million rupees (fiscal year ending March 2026)
Net Assets of the Subject Company-31.703 million rupees (fiscal year ending March 2026)
Acquisition priceAs the transfer price is less than 15% of consolidated net assets at the end of the immediately preceding fiscal year, and pursuant to the confidentiality agreement between the parties, we will refrain from disclosing it.
Number of shares acquired28,026,726 shares (number of voting rights: 28,026,726)
Voting rights ownership percentageBefore 49.0% → after 0%
Impact on Business PerformanceThe impact on consolidated results for the cumulative second quarter and full fiscal year ending March 2027 is expected to be immaterial.
Date of board resolution16 September 2026
Contract Date16 September 2026
Execution Date / Effective DateLate October 2026 (予定)
Items this document does not state (14)
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)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 company was established through a joint investment with LT Foods Limited in March 2017 and has worked to create and expand the rice snack market in India. After carrying out structural reforms in its North American business, the company comprehensively considered the future development of its overseas business and determined that this transaction would contribute to KLT's growth and the execution of the Group's medium- to long-term growth strategy.

How to read this page

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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 Concerning a Change in an Equity-Method Affiliate (Share Transfer) | KAMEDA SEIKA CO.,LTD. (2220) timely disclosure | Komori