Komori
M&A and Subsidiary Changes2296ITOHAM YONEKYU HOLDINGS INC.Food

Notice Regarding the Acquisition of Shares Involving a Change in Consolidated Subsidiary

ANZCO Foods Limited, our consolidated subsidiary, is scheduled to acquire all shares of New Zealand-based Greenlea Group Limited and hold 100% of its voting rights. The purchase price is approximately NZ$800 million on an enterprise value basis, with the final price to be adjusted at closing.

Worth reading
73In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
800
NZ$ million
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares
CounterpartyMCCAW LEWIS TRUSTEES LIMITED, CAROLINE SHARPLES TRUSTEES LIMITED, Simon Peter Egan, James Anthony Egan, Mary Elizabeth Egan, Anthony Richard Egan
Disclosing companyITOHAM YONEKYU HOLDINGS INC.
Greenlea Group LimitedVoting rights ownership percentageNumber of shares acquired 44,122,390 common shares (number of voting rights: 44,122,390)

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

Meat processing and sales

Location New ZealandShare capital NZ$44 million (as of the end of September 2025)Date of incorporation 15 September 1982
Net SalesNZ$615 million (fiscal year ended September 2025)
Operating profitNZ$55 million (fiscal year ended September 2025)
Net income for the current fiscal yearNZ$43 million (fiscal year ended September 2025)
Net assetsNZ$197 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceApproximately NZ$800 million (approximately ¥76 billion). The purchase price is based on enterprise value, and the final transfer price will be determined after adjustments based on net interest-bearing debt and working capital as of the closing date, among other factors.
Impact on Business Performance

Currently under review. If a revision to the earnings forecast is required, it will be announced promptly.

Procedures and assumptions
Conditions Precedent to ExecutionAuthorization and approval by the New Zealand authorities and other relevant bodies
Management structure after acquisitionANZCO Foods Limited, our wholly owned subsidiary, will be the acquiring entity. The company name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares
Counterparty nameMCCAW LEWIS TRUSTEES LIMITED, CAROLINE SHARPLES TRUSTEES LIMITED, Simon Peter Egan, James Anthony Egan, Mary Elizabeth Egan, Anthony Richard Egan
Name of the Subject CompanyGreenlea Group Limited
Business Description of the Subject CompanyMeat processing and sales
Location of the Subject CompanyNew Zealand
Capital Stock of the Subject CompanyNZ$44 million (as of the end of September 2025)
Date of Establishment of the Subject Company15 September 1982
Net Sales of the Subject CompanyNZ$615 million (fiscal year ended September 2025)
Operating Profit of the Subject CompanyNZ$55 million (fiscal year ended September 2025)
Net Income of the Subject CompanyNZ$43 million (fiscal year ended September 2025)
Net Assets of the Subject CompanyNZ$197 million (fiscal year ended September 2025)
Acquisition priceApproximately NZ$800 million (approximately ¥76 billion). The purchase price is based on enterprise value, and the final transfer price will be determined after adjustments based on net interest-bearing debt and working capital as of the closing date, among other factors.
Number of shares acquired44,122,390 common shares (number of voting rights: 44,122,390)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceCurrently under review. If a revision to the earnings forecast is required, it will be announced promptly.
Date of board resolution18 June 2026
Contract Date18 June 2026
Execution Date / Effective DateEnd of August 2026 (scheduled), subject to authorization and approval by the New Zealand authorities and other relevant bodies
Conditions Precedent to ExecutionAuthorization and approval by the New Zealand authorities and other relevant bodies
Management structure after acquisitionANZCO Foods Limited, our wholly owned subsidiary, will be the acquiring entity. The company name, representative and treatment of employees: 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 accelerate growth and expand earnings in our overseas business by leveraging the business complementarity and synergies between ANZCO and Greenlea, which operates in the same industry, thereby maximizing the value of the ANZCO business and strengthening and expanding our overseas business.

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 Regarding the Acquisition of Shares Involving a Change in Consolidated Subsidiary | ITOHAM YONEKYU HOLDINGS INC. (2296) timely disclosure | Komori