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M&A and Subsidiary Changes2613J-OIL MILLS, INC.Food

Notice Concerning the Transfer (Sale) of Shares Involving the Transfer of an Overseas Subsidiary

J-OIL MILLS, INC. has decided to transfer all shares of its foreign subsidiary Premium Fats Sdn Bhd to its overseas affiliate Premium Vegetable Oils Sdn Bhd and remove Premium Fats Sdn Bhd from the consolidated group. The transfer price will be finalized after price adjustments.

Worth reading
43Recurring
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Direction
Improvement
Direction inferred from the company’s description.
Scale
2602043
Shares
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
CounterpartyPremium Vegetable Oils Sdn Bhd
Disclosing companyJ-OIL MILLS, INC.
Premium Fats Sdn BhdVoting rights ownership percentageNumber of shares acquired 2,602,043 shares (number of voting rights: Not disclosed)

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.White points represent dates designated as scheduled dates in the document.
Target company

Manufacture and sale of margarine and shortening

Location Kuala Lumpur, MalaysiaShare capital ¥416 million (as of 31 March 2026)Date of incorporation 1996
Net Sales¥1,019 million (fiscal year ended March 2026)
Operating profit¥(19) million (fiscal year ended March 2026)
Net income for the current fiscal year¥(8) million (fiscal year ended March 2026)
Net assets¥781 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot finalized at this time. The final transfer price will be determined after the price adjustments stipulated in the share transfer agreement.
Impact on Business Performance

The impact of this share transfer on results for the fiscal year ending March 2027 is expected to be immaterial. If any impact requiring disclosure arises in the course of the transaction, the Company will promptly announce it.

Procedures and assumptions
Management structure after acquisitionPF's business will continue as part of PVO's business. The corporate name, representative and treatment of employees are Not disclosed.
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty namePremium Vegetable Oils Sdn Bhd
Name of the Subject CompanyPremium Fats Sdn Bhd
Business Description of the Subject CompanyManufacture and sale of margarine and shortening
Location of the Subject CompanyKuala Lumpur, Malaysia
Capital Stock of the Subject Company¥416 million (as of 31 March 2026)
Date of Establishment of the Subject Company1996
Net Sales of the Subject Company¥1,019 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥(19) million (fiscal year ended March 2026)
Net Income of the Subject Company¥(8) million (fiscal year ended March 2026)
Net Assets of the Subject Company¥781 million (fiscal year ended March 2026)
Acquisition priceNot finalized at this time. The final transfer price will be determined after the price adjustments stipulated in the share transfer agreement.
Number of shares acquired2,602,043 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 51% → after 0%
Impact on Business PerformanceThe impact of this share transfer on results for the fiscal year ending March 2027 is expected to be immaterial. If any impact requiring disclosure arises in the course of the transaction, the Company will promptly announce it.
Date of board resolution11 May 2026
Contract Date11 May 2026
Execution Date / Effective DateMay 2026 (予定)
Management structure after acquisitionPF's business will continue as part of PVO's business. The corporate name, representative and treatment of employees are Not disclosed.
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)Valuation 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.

Although PF has made progress in expanding its sales scale, stabilizing business operations and improving profitability, the Company determined that continuing PF's business as part of PVO's business would be the best option for enhancing corporate value, as it is necessary to consider creating greater business value for medium- to long-term growth. Going forward, the Company plans to pursue growth in the processed oils and fats business in overseas markets by leveraging synergies with PVO's product portfolio and customer base.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Transfer (Sale) of Shares Involving the Transfer of an Overseas Subsidiary | J-OIL MILLS, INC. (2613) timely disclosure | Komori