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Enforcement of security interestsCounterpartyShowa Holdings Co.,Ltd. (the Company's parent company)
Disclosing companyWedge Holdings CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and sale of Japanese confectionery, Manufacture and sale of Japanese confectionery, Manufacture and sale of rubber products and installation of rubber linings, Manufacture and sale of soft tennis balls, operation of tennis schools, and planning and operation of sporting events, Manufacture and sale of Japanese confectionery
Location Koto-ku, Tokyo, Yao, Osaka, Kashiwa, Chiba Prefecture, Kashiwa, Chiba Prefecture, Noda, Chiba PrefectureShare capital ¥12 million, ¥30 million, ¥10 million, ¥10 million, ¥98 millionDate of incorporation 30 October 1981, 1 August 1977, 1 October 2009, 8 March 1990, 24 December 2002
Net Sales¥30 million (fiscal year ended September 2025), ¥5,467 million (fiscal year ended June 2025), ¥1,821 million (fiscal year ended March 2026), ¥1,206 million (fiscal year ended March 2026), ¥1,815 million (fiscal year ended November 2025)
Operating profitOperating loss of ¥7 million (fiscal year ended September 2025), Operating profit of ¥166 million (fiscal year ended June 2025), Operating loss of ¥17 million (fiscal year ended March 2026), Operating loss of ¥65 million (fiscal year ended March 2026), Operating profit of ¥25 million (fiscal year ended November 2025)
Net income for the current fiscal yearNet income of ¥1 million (fiscal year ended September 2025), Net income of ¥41 million (fiscal year ended June 2025), Net loss of ¥16 million (fiscal year ended March 2026), Net loss of ¥106 million (fiscal year ended March 2026), Net income of ¥0 million (fiscal year ended November 2025)
Net assets¥142 million (fiscal year ended September 2025), ¥195 million (fiscal year ended June 2025), Negative net assets of ¥311 million (fiscal year ended March 2026), Negative net assets of ¥1,719 million (fiscal year ended March 2026), ¥21 million (fiscal year ended November 2025)
Consideration and expenses
Acquisition price¥44,082,410 (assessed value of collateral), ¥102,695,040 (assessed value of collateral), ¥1 (assessed value of collateral), ¥1 (assessed value of collateral)
Impact on Business Performance
Regarding the status of the consolidated group, the Company will review the relevant agreements and other matters in consultation with its audit firm and report again once the details have been finalized. The impact on earnings is Not disclosed.
Procedures and assumptions
Valuation methodologyMemorandum value reflecting the average of the valuation of the shares by a third party, the DCF method and the liquidation value method, as well as the company's financial position
Conditions Precedent to ExecutionReview of the relevant agreements and other matters in consultation with the audit firm and finalization of details including the deemed date of becoming a consolidated subsidiary
| Item | Details |
|---|---|
| Transaction name | Enforcement of security interests |
| Counterparty name | Showa Holdings Co.,Ltd. (the Company's parent company) |
| Name of the Subject Company | 株式会社日本橋本町菓子処, 明日香食品株式会社, 昭和ゴム株式会社, 株式会社ルーセント, 株式会社明日香 |
| Business Description of the Subject Company | Manufacture and sale of Japanese confectionery, Manufacture and sale of Japanese confectionery, Manufacture and sale of rubber products and installation of rubber linings, Manufacture and sale of soft tennis balls, operation of tennis schools, and planning and operation of sporting events, Manufacture and sale of Japanese confectionery |
| Location of the Subject Company | Koto-ku, Tokyo, Yao, Osaka, Kashiwa, Chiba Prefecture, Kashiwa, Chiba Prefecture, Noda, Chiba Prefecture |
| Capital Stock of the Subject Company | ¥12 million, ¥30 million, ¥10 million, ¥10 million, ¥98 million |
| Date of Establishment of the Subject Company | 30 October 1981, 1 August 1977, 1 October 2009, 8 March 1990, 24 December 2002 |
| Net Sales of the Subject Company | ¥30 million (fiscal year ended September 2025), ¥5,467 million (fiscal year ended June 2025), ¥1,821 million (fiscal year ended March 2026), ¥1,206 million (fiscal year ended March 2026), ¥1,815 million (fiscal year ended November 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥7 million (fiscal year ended September 2025), Operating profit of ¥166 million (fiscal year ended June 2025), Operating loss of ¥17 million (fiscal year ended March 2026), Operating loss of ¥65 million (fiscal year ended March 2026), Operating profit of ¥25 million (fiscal year ended November 2025) |
| Net Income of the Subject Company | Net income of ¥1 million (fiscal year ended September 2025), Net income of ¥41 million (fiscal year ended June 2025), Net loss of ¥16 million (fiscal year ended March 2026), Net loss of ¥106 million (fiscal year ended March 2026), Net income of ¥0 million (fiscal year ended November 2025) |
| Net Assets of the Subject Company | ¥142 million (fiscal year ended September 2025), ¥195 million (fiscal year ended June 2025), Negative net assets of ¥311 million (fiscal year ended March 2026), Negative net assets of ¥1,719 million (fiscal year ended March 2026), ¥21 million (fiscal year ended November 2025) |
| Acquisition price | ¥44,082,410 (assessed value of collateral), ¥102,695,040 (assessed value of collateral), ¥1 (assessed value of collateral), ¥1 (assessed value of collateral) |
| Number of shares acquired | 株式会社日本橋本町菓子処: 13,077 shares (13,077 voting rights), 明日香食品株式会社: 4,032 shares (4,032 voting rights), 昭和ゴム株式会社: 9,540 shares (9,540 voting rights), 株式会社ルーセント: 540 shares (540 voting rights) |
| Voting rights ownership percentage | Before 株式会社日本橋本町菓子処 －％ / 明日香食品株式会社 －％ / 昭和ゴム株式会社 －％ / 株式会社ルーセント －％ → after 株式会社日本橋本町菓子処 54.49％ / 明日香食品株式会社 40.32％ / 昭和ゴム株式会社 90.0％ / 株式会社ルーセント 90.0％ |
| Impact on Business Performance | Regarding the status of the consolidated group, the Company will review the relevant agreements and other matters in consultation with its audit firm and report again once the details have been finalized. The impact on earnings is Not disclosed. |
| Contract Date | 9 August 2024 (loan facility agreement with Showa Holdings Co.,Ltd.); 12 September 2025 (loan facility agreement with 株式会社日本橋本町菓子処) |
| Execution Date / Effective Date | Date of notice of enforcement of security interests: 26 June 2026. Deemed date of becoming a consolidated subsidiary: 1 April 2026 (scheduled; the Company will report again once finalized in consultation with its audit firm) |
| Valuation methodology | Memorandum value reflecting the average of the valuation of the shares by a third party, the DCF method and the liquidation value method, as well as the company's financial position |
| Conditions Precedent to Execution | Review of the relevant agreements and other matters in consultation with the audit firm and finalization of details including the deemed date of becoming a consolidated subsidiary |
Items this document does not state (13)
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)Date of board resolutionIndependent valuation institutionSpecial CommitteeManagement 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 parent company's financial position had become strained, no alternative financing was expected to be available, and there was no clear prospect of repayment of the loans. The Company explained that it needed to recover its receivables, restore the soundness of its own financial position, and ensure independence from the parent company in order to maintain its listing.
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