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
100
Percentage of the target company's issued shares transferred (%)Wording
Conditional
How definitive the wording is.This transaction
Share transferCounterparty株式会社ヨシムラ・フード・ホールディングス
Disclosing companyMeiji Holdings Co.,Ltd.
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 frozen vegetables and retort pouch foods
Location Memuro, Kawanishi District, HokkaidoShare capital ¥314 million (fiscal year ending March 2026)Date of incorporation 29 December 1948
Net Sales¥3,041 million (fiscal year ending March 2026)
Operating profit¥209 million (fiscal year ending March 2026)
Net income for the current fiscal year¥132 million (fiscal year ending March 2026)
Net assetsNegative ¥3,237 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceThe transfer price will not be disclosed pursuant to the confidentiality agreement with the transferee.
Impact on Business Performance
The impact of this change in subsidiary on the Company's consolidated results for the fiscal year ending March 2027 will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionBefore the share transfer, Meiji Nice Day is予定 to transfer the 日本罐詰 shares it holds to Meiji. In addition, 日本罐詰 is予定 to conduct a third-party allotment of 1 common share to Meiji as the allottee, for the purpose of eliminating its excess liabilities.
Management structure after acquisitionManagement of 日本罐詰 will be entrusted to Yoshimura Food Holdings K.K. The corporate name, representative, and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Share transfer |
| Counterparty name | 株式会社ヨシムラ・フード・ホールディングス |
| Name of the Subject Company | 日本罐詰株式会社 |
| Business Description of the Subject Company | Manufacture and sale of frozen vegetables and retort pouch foods |
| Location of the Subject Company | Memuro, Kawanishi District, Hokkaido |
| Capital Stock of the Subject Company | ¥314 million (fiscal year ending March 2026) |
| Date of Establishment of the Subject Company | 29 December 1948 |
| Net Sales of the Subject Company | ¥3,041 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥209 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥132 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | Negative ¥3,237 million (fiscal year ending March 2026) |
| Acquisition price | The transfer price will not be disclosed pursuant to the confidentiality agreement with the transferee. |
| Number of shares acquired | 2,311,748 shares (number of voting rights not disclosed) |
| Voting rights ownership percentage | Before Meiji 100%; Yoshimura Food Holdings K.K. 0% → after Meiji 0%; Yoshimura Food Holdings K.K. 100% |
| Impact on Business Performance | The impact of this change in subsidiary on the Company's consolidated results for the fiscal year ending March 2027 will be immaterial. |
| Date of board resolution | 6 October 2026 |
| Contract Date | 6 October 2026 |
| Execution Date / Effective Date | 1 November 2026 (予定) |
| Conditions Precedent to Execution | Before the share transfer, Meiji Nice Day is予定 to transfer the 日本罐詰 shares it holds to Meiji. In addition, 日本罐詰 is予定 to conduct a third-party allotment of 1 common share to Meiji as the allottee, for the purpose of eliminating its excess liabilities. |
| Management structure after acquisition | Management of 日本罐詰 will be entrusted to Yoshimura Food Holdings K.K. The corporate name, representative, and treatment of employees are not disclosed. |
Items this document does not state (12)
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 Committee
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 support the sustainable growth of 日本罐詰, management will be entrusted to Yoshimura Food Holdings K.K., which has a track record of supporting and revitalizing food companies and providing cross-company management support.
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