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M&A and Subsidiary Changes2385Soiken Holdings Inc.Information and Communications, Services and Others

Notice Regarding the Dissolution of a Subsidiary

The Company dissolved its wholly owned subsidiary, 株式会社ビービーラボラトリーズ, which had ceased business activities, effective 12 August 2026. The cosmetics business involving placenta products had already been transferred to another consolidated subsidiary.

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This transaction

Dissolution of a subsidiary
Disclosing companySoiken Holdings Inc.
株式会社ビービーラボラトリーズSubject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
Date of board resolution12 August 2026
Execution Date / Effective Date12 August 2026 (dissolution date). The date of completion of liquidation has not been determined
Target company

Research and development, manufacture and sale, and export of cosmetics

Location Toyonaka, Osaka PrefectureShare capital ¥53 millionDate of incorporation 7 November 1997
Net Sales¥904.226 million (fiscal year ended June 2026)
Operating profit-¥31.477 million (fiscal year ended June 2026)
Net income for the current fiscal year¥9.14 million (fiscal year ended June 2026)
Net assets¥102.27 million (fiscal year ended June 2026)
Impact on Business Performance

The impact on results for the fiscal year ending June 2027 is expected to be immaterial

Procedures and assumptions
Conditions Precedent to ExecutionApproval at an extraordinary general meeting of shareholders of the subsidiary (12 August 2026)
Management structure after acquisitionAll business activities ended on 31 March 2026. The cosmetics business involving placenta products was transferred to 日本予防医薬株式会社 and continues under that company. The date of completion of liquidation has not been determined
This transaction
ItemDetails
Transaction nameDissolution of a subsidiary
Name of the Subject Company株式会社ビービーラボラトリーズ
Business Description of the Subject CompanyResearch and development, manufacture and sale, and export of cosmetics
Location of the Subject CompanyToyonaka, Osaka Prefecture
Capital Stock of the Subject Company¥53 million
Date of Establishment of the Subject Company7 November 1997
Net Sales of the Subject Company¥904.226 million (fiscal year ended June 2026)
Operating Profit of the Subject Company-¥31.477 million (fiscal year ended June 2026)
Net Income of the Subject Company¥9.14 million (fiscal year ended June 2026)
Net Assets of the Subject Company¥102.27 million (fiscal year ended June 2026)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on results for the fiscal year ending June 2027 is expected to be immaterial
Date of board resolution12 August 2026
Execution Date / Effective Date12 August 2026 (dissolution date). The date of completion of liquidation has not been determined
Conditions Precedent to ExecutionApproval at an extraordinary general meeting of shareholders of the subsidiary (12 August 2026)
Management structure after acquisitionAll business activities ended on 31 March 2026. The cosmetics business involving placenta products was transferred to 日本予防医薬株式会社 and continues under that company. The date of completion of liquidation has not been determined
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 acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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.

The dissolution was carried out after the Company withdrew from the Chinese market and terminated all business activities of the subsidiary as part of structural reforms, including optimization of the business portfolio, aimed at sustainable growth and improved profitability. The transfer of the domestic cosmetics business involving placenta products and various procedures associated with terminating the business had also been completed, and the Company therefore decided to dissolve the subsidiary.

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Notice Regarding the Dissolution of a Subsidiary | Soiken Holdings Inc. (2385) timely disclosure | Komori