Worth reading
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Mixed performance
Direction inferred from the company’s description.Scale
130524307
Yen (total transfer consideration)Wording
Conditional
How definitive the wording is.This transaction
Share transferCounterpartyP.P. Coral Resort Co., Ltd., 株式会社日本橋本町菓子処
Disclosing companyWedge Holdings CO.,LTD.
Date of board resolution17 July 2026
Contract Date17 July 2026
Execution Date / Effective DateShare transfer date: 17 July 2026. Deemed date of exclusion from consolidation: 1 July 2026 (subject to change following discussions with the audit firm)
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
Location Koto-ku, Tokyo, Yao, Osaka, Kashiwa, Chiba Prefecture, Kashiwa, Chiba PrefectureShare capital ¥12 million, ¥30 million, ¥10 million, ¥10 millionDate of incorporation 30 October 1981, 1 August 1977, 1 October 2009, 8 March 1990
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)
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)
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 ending March 2026), Net loss of ¥106 million (fiscal year ending March 2026)
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)
Consideration and expenses
Type of ConsiderationCash
Amount of extraordinary income (loss)Gain on transfer of 昭和ゴム shares: ¥8.4 million; gain on transfer of ルーセント shares: ¥0.4 million (details of the timing of recognition are not disclosed)
Impact on Business Performance
The Company expects to record a gain on transfer of ¥8.4 million from the sale of 昭和ゴム shares and ¥0.4 million from the sale of ルーセント shares
Procedures and assumptions
Valuation methodologyThe price at which the pledge was enforced on 26 June 2026 was adopted. For 昭和ゴム and ルーセント, the price was ¥1,000 per share as determined through negotiations
Conditions Precedent to ExecutionIf it is definitively determined in the main action that the provisional disposition order was in effect, the transfer may be invalidated retroactively to 17 July 2026
Management structure after acquisitionThe Company will retain 9.9% or 9.8% of 明日香食品, 昭和ゴム, and ルーセント and will continue to collaborate with and support their businesses. All shares of 菓子処 will be transferred to PPC
| Item | Details |
|---|---|
| Transaction name | Share transfer |
| Counterparty name | P.P. Coral Resort Co., Ltd., 株式会社日本橋本町菓子処 |
| 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 |
| 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 |
| Location of the Subject Company | Koto-ku, Tokyo, Yao, Osaka, Kashiwa, Chiba Prefecture, Kashiwa, Chiba Prefecture |
| Capital Stock of the Subject Company | ¥12 million, ¥30 million, ¥10 million, ¥10 million |
| Date of Establishment of the Subject Company | 30 October 1981, 1 August 1977, 1 October 2009, 8 March 1990 |
| 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) |
| 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) |
| 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 ending March 2026), Net loss of ¥106 million (fiscal year ending March 2026) |
| 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) |
| Type of Consideration | Cash |
| Number of shares acquired | The Company will transfer 13,077 shares of 菓子処, 3,042 shares of 明日香食品, 8,481 shares of 昭和ゴム, and 481 shares of ルーセント |
| Voting rights ownership percentage | Before 22.84%, 40.32%, 90.0%, 90.0% → after 0%, 9.9%, 9.9%, 9.8% |
| Amount of extraordinary income (loss) | Gain on transfer of 昭和ゴム shares: ¥8.4 million; gain on transfer of ルーセント shares: ¥0.4 million (details of the timing of recognition are not disclosed) |
| Impact on Business Performance | The Company expects to record a gain on transfer of ¥8.4 million from the sale of 昭和ゴム shares and ¥0.4 million from the sale of ルーセント shares |
| Date of board resolution | 17 July 2026 |
| Contract Date | 17 July 2026 |
| Execution Date / Effective Date | Share transfer date: 17 July 2026. Deemed date of exclusion from consolidation: 1 July 2026 (subject to change following discussions with the audit firm) |
| Valuation methodology | The price at which the pledge was enforced on 26 June 2026 was adopted. For 昭和ゴム and ルーセント, the price was ¥1,000 per share as determined through negotiations |
| Conditions Precedent to Execution | If it is definitively determined in the main action that the provisional disposition order was in effect, the transfer may be invalidated retroactively to 17 July 2026 |
| Management structure after acquisition | The Company will retain 9.9% or 9.8% of 明日香食品, 昭和ゴム, and ルーセント and will continue to collaborate with and support their businesses. All shares of 菓子処 will be transferred to PPC |
Items this document does not state (10)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent 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 Company is selling the new subsidiary businesses so that it can focus on managing its existing businesses in preparation for applying to transfer its listing to the Standard Market of the Tokyo Stock Exchange. Other reasons cited include addressing concerns over the Company's creditworthiness, improving financial stability and creditworthiness, the buyers being trusted counterparties, and the expectation of recording gains on the transfers.
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