Worth reading
52Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
635
¥ million (revenue of the business to be transferred for the fiscal year ended March 2026)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This business reorganization (this company split and this share transfer)Counterparty株式会社山田養蜂場本社
Disclosing companyYOMEISHU SEIZO CO.,LTD.
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
To be determined. The newly established company will assume the businesses other than Kurasuwa Forest and the mail-order business from among the businesses comprising this business.
Location Suwa, Nagano PrefectureShare capital To be determinedDate of incorporation 31 July 2026 (planned)
Net Sales¥635 million (fiscal year ended March 2026, business to be transferred)
Consideration and expenses
Acquisition priceThe transfer price is not disclosed due to confidentiality obligations.
Amount of extraordinary income (loss)Already recorded in the fiscal year ended March 2026 based on the decline in underlying value (amounts of extraordinary income and extraordinary loss: Not disclosed)
Impact on Business Performance
The company will promptly disclose any matters requiring disclosure that arise in the future regarding the impact on results for the fiscal year ending March 2027.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified incorporation-type company split, it will be carried out without obtaining shareholder approval. Other permits and approvals and procedures under the Antimonopoly Act: Not disclosed
Management structure after acquisitionThe newly established company's corporate name is scheduled to be 株式会社くらすわ, with Tanaka Hideo (田中 英雄) scheduled to serve as Representative Director. No change in corporate name is indicated. The employment contracts of the contract and part-time employees affiliated with Kurasuwa Forest, the Komagane Plant and other locations, totaling approximately 65 people, will be terminated, with their retirement date scheduled for 31 July 2026.
| Item | Details |
|---|---|
| Transaction name | This business reorganization (this company split and this share transfer) |
| Counterparty name | 株式会社山田養蜂場本社 |
| Name of the Subject Company | 株式会社くらすわ |
| Business Description of the Subject Company | To be determined. The newly established company will assume the businesses other than Kurasuwa Forest and the mail-order business from among the businesses comprising this business. |
| Location of the Subject Company | Suwa, Nagano Prefecture |
| Capital Stock of the Subject Company | To be determined |
| Date of Establishment of the Subject Company | 31 July 2026 (planned) |
| Net Sales of the Subject Company | ¥635 million (fiscal year ended March 2026, business to be transferred) |
| Acquisition price | The transfer price is not disclosed due to confidentiality obligations. |
| Number of shares acquired | 200 shares (number of voting rights: Not disclosed; voting rights ownership: 100.00%) |
| Voting rights ownership percentage | Before 100.00% → after 0% |
| Amount of extraordinary income (loss) | Already recorded in the fiscal year ended March 2026 based on the decline in underlying value (amounts of extraordinary income and extraordinary loss: Not disclosed) |
| Impact on Business Performance | The company will promptly disclose any matters requiring disclosure that arise in the future regarding the impact on results for the fiscal year ending March 2027. |
| Date of board resolution | 13 May 2026 |
| Contract Date | 13 May 2026 |
| Execution Date / Effective Date | 31 July 2026 (planned) |
| Conditions Precedent to Execution | As this is a simplified incorporation-type company split, it will be carried out without obtaining shareholder approval. Other permits and approvals and procedures under the Antimonopoly Act: Not disclosed |
| Management structure after acquisition | The newly established company's corporate name is scheduled to be 株式会社くらすわ, with Tanaka Hideo (田中 英雄) scheduled to serve as Representative Director. No change in corporate name is indicated. The employment contracts of the contract and part-time employees affiliated with Kurasuwa Forest, the Komagane Plant and other locations, totaling approximately 65 people, will be terminated, with their retirement date scheduled for 31 July 2026. |
Items this document does not state (14)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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 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 has been seeking the best owner for the Kurasuwa-related business as it proceeds with taking its shares private. The purpose is to maximize the value provided to customers by developing the brand under the ownership of Yamada Bee Farm, which develops, manufactures and sells health foods, honey and natural foods and has broader resources. In addition, certain facilities at Kurasuwa Forest will be suspended because performance has fallen short of the initial plan and there is no clear prospect of improvement under the current operating structure.
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