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M&A and Subsidiary Changes2531TAKARA HOLDINGS INC.Food

Notice Regarding a Share Transfer Involving a Change in Consolidated Subsidiaries and the Recognition of an Extraordinary Gain

宝ホールディングス will transfer 70% of the shares in its wholly owned subsidiary タカラ物流システム to Chuo Warehouse Co.,Ltd., reducing its ownership interest from 100% to 30%. In connection with the transfer, it expects to recognize an extraordinary gain of approximately ¥3,625 million in the fiscal year ending March 2028.

Worth reading
57In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
5985
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Share Transfers
CounterpartyChuo Warehouse Co.,Ltd.
Disclosing companyTAKARA HOLDINGS INC.
タカラ物流システム株式会社Voting rights ownership percentageNumber of shares acquired 700,000 shares (number of voting rights: 700,000)

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

Transportation, warehousing, distribution processing, e-commerce and promotional goods logistics, non-life insurance, and leasing

Location Kyotanabe, Kyoto PrefectureShare capital ¥50 millionDate of incorporation 27 April 1944
Net Sales¥12,649 million (fiscal year ended March 2026)
Operating profit¥676 million (fiscal year ended March 2026)
Net income for the current fiscal year¥869 million (fiscal year ended March 2026)
Net assets¥2,550 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥5,985 million (transfer price)
Amount of extraordinary income (loss)Gain on sale of shares in an affiliated company: ¥3,625 million (estimated); expected to be recognized as an extraordinary gain in the consolidated financial statements for the fiscal year ending March 2028
Impact on Business Performance

A gain on the sale of shares in an affiliated company of ¥3,625 million (estimated) is expected to be recognized as an extraordinary gain in the consolidated financial statements for the fiscal year ending March 2028. The final transfer price will be determined after price adjustments and other adjustments, so the amount of the gain on sale may change.

Procedures and assumptions
Management structure after acquisitionUnder a new shareholder whose core business is logistics, タカラ物流システム will pursue sustainable growth and maintain and secure employment for its employees. Changes to the corporate name and representative: not disclosed
This transaction
ItemDetails
Transaction nameShare Transfers
Counterparty nameChuo Warehouse Co.,Ltd.
Name of the Subject Companyタカラ物流システム株式会社
Business Description of the Subject CompanyTransportation, warehousing, distribution processing, e-commerce and promotional goods logistics, non-life insurance, and leasing
Location of the Subject CompanyKyotanabe, Kyoto Prefecture
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company27 April 1944
Net Sales of the Subject Company¥12,649 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥676 million (fiscal year ended March 2026)
Net Income of the Subject Company¥869 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥2,550 million (fiscal year ended March 2026)
Acquisition price¥5,985 million (transfer price)
Number of shares acquired700,000 shares (number of voting rights: 700,000)
Voting rights ownership percentageBefore 100% → after 30%
Amount of extraordinary income (loss)Gain on sale of shares in an affiliated company: ¥3,625 million (estimated); expected to be recognized as an extraordinary gain in the consolidated financial statements for the fiscal year ending March 2028
Impact on Business PerformanceA gain on the sale of shares in an affiliated company of ¥3,625 million (estimated) is expected to be recognized as an extraordinary gain in the consolidated financial statements for the fiscal year ending March 2028. The final transfer price will be determined after price adjustments and other adjustments, so the amount of the gain on sale may change.
Date of board resolution5 October 2026
Contract Date5 October 2026
Execution Date / Effective Date1 April 2027 (scheduled)
Management structure after acquisitionUnder a new shareholder whose core business is logistics, タカラ物流システム will pursue sustainable growth and maintain and secure employment for its employees. Changes to the corporate name and representative: 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 amountValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

In light of the expected decline in the volume of goods handled by Takara Shuzo due to medium- to long-term domestic demographic trends and trends in alcohol consumption, as well as the difficulty of securing personnel in the logistics industry, revisions to logistics-related laws and regulations, and the need to address rising labor costs and make additional investments, the transfer is intended to maintain and secure the growth of タカラ物流システム and employment for its employees under a new shareholder whose core business is logistics, while promoting the selection and concentration of management resources.

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Notice Regarding a Share Transfer Involving a Change in Consolidated Subsidiaries and the Recognition of an Extraordinary Gain | TAKARA HOLDINGS INC. (2531) timely disclosure | Komori