Komori
M&A and Subsidiary Changes2593ITO EN,LTD.Food

Notice Regarding a Company Split (Simplified Absorption-Type Company Split) with a Consolidated Subsidiary

The Company's manufacturing, manufacturing management, and leaf logistics businesses will change from the Company to its wholly owned subsidiary, 伊藤園ティーファクトリー株式会社, through an absorption-type company split. No consideration will be paid, and the effective date is scheduled for 1 May 2027.

Worth reading
46Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
12203
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

This company split
Counterparty (target company)伊藤園ティーファクトリー株式会社
Disclosing companyITO EN,LTD.
Subject of this transactionVoting rights ownership percentage Before 100.00% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture of tea-leaf products (tea-bag products and packaged tea products); roasting of barley tea ingredients

Location Makinohara, Shizuoka PrefectureShare capital ¥300 millionDate of incorporation 11 May 1981
Net Sales¥14,736 million (fiscal year ended April 2026)
Operating profit¥533 million (fiscal year ended April 2026)
Net income for the current fiscal year¥381 million (fiscal year ended April 2026)
Net assets¥9,662 million (fiscal year ended April 2026)
Consideration and expenses
Acquisition priceNo consideration will be paid
Type of ConsiderationFree of charge (no allocation of shares or other consideration will be made)
Impact on Business Performance

As this company split will be carried out between the Company and its wholly owned subsidiary, its impact on consolidated results will be limited.

Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified and short-form company split, neither company is required to obtain approval at a shareholders' meeting.
Management structure after acquisitionThere will be no changes to the Company's name, location, representative's title or name, business activities, capital, or fiscal year-end as a result of this company split.
This transaction
ItemDetails
Transaction nameThis company split
Counterparty name伊藤園ティーファクトリー株式会社
Name of the Subject Company伊藤園ティーファクトリー株式会社
Business Description of the Subject CompanyManufacture of tea-leaf products (tea-bag products and packaged tea products); roasting of barley tea ingredients
Location of the Subject CompanyMakinohara, Shizuoka Prefecture
Capital Stock of the Subject Company¥300 million
Date of Establishment of the Subject Company11 May 1981
Net Sales of the Subject Company¥14,736 million (fiscal year ended April 2026)
Operating Profit of the Subject Company¥533 million (fiscal year ended April 2026)
Net Income of the Subject Company¥381 million (fiscal year ended April 2026)
Net Assets of the Subject Company¥9,662 million (fiscal year ended April 2026)
Acquisition priceNo consideration will be paid
Type of ConsiderationFree of charge (no allocation of shares or other consideration will be made)
Voting rights ownership percentageBefore 100.00% (after not disclosed)
Impact on Business PerformanceAs this company split will be carried out between the Company and its wholly owned subsidiary, its impact on consolidated results will be limited.
Date of board resolution27 August 2026
Contract DateMarch 2027 (scheduled)
Execution Date / Effective Date1 May 2027 (scheduled)
Conditions Precedent to ExecutionAs this is a simplified and short-form company split, neither company is required to obtain approval at a shareholders' meeting.
Management structure after acquisitionThere will be no changes to the Company's name, location, representative's title or name, business activities, capital, or fiscal year-end as a result of this company split.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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 purpose is to consolidate manufacturing functions, improve operational efficiency, clarify roles and responsibilities, and establish a management structure that enables the ongoing monitoring of the benefits following integration, in order to respond quickly to changes in society and the environment and to evolving needs.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Company Split (Simplified Absorption-Type Company Split) with a Consolidated Subsidiary | ITO EN,LTD. (2593) timely disclosure | Komori