Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
996000000
Japanese yen (total approximate amount)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares through subscription for this third-party allotment capital increase (making it a subsidiary)Counterparty (target company)MARCHE CORPORATION
Disclosing companyTENPOS HOLDINGS 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.White points represent dates designated as scheduled dates in the document.
Target company
Operation of restaurants, primarily izakaya establishments
Location Abeno-ku, OsakaShare capital ¥100 millionDate of incorporation 8 September 1972
Net Sales¥4,767 million (fiscal year ending March 2026)
Operating profitOperating loss of ¥29 million (fiscal year ending March 2026)
Net income for the current fiscal yearNet loss of ¥45 million (fiscal year ending March 2026)
Net assetsNet assets of ¥701 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥986,000,000
Expenses other than the acquisition priceEstimated issuance expenses of ¥10,000,000
Type of ConsiderationCash (payment for the third-party allotment capital increase)
Impact on Business Performance
The impact on results for the fiscal year ending March 2027 is currently under review.
Procedures and assumptions
Management structure after acquisitionMARCHE CORPORATION is expected to become our consolidated subsidiary, and we are expected to become its controlling shareholder. The company name, representative, and treatment of employees are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares through subscription for this third-party allotment capital increase (making it a subsidiary) |
| Counterparty name | MARCHE CORPORATION |
| Name of the Subject Company | MARCHE CORPORATION |
| Business Description of the Subject Company | Operation of restaurants, primarily izakaya establishments |
| Location of the Subject Company | Abeno-ku, Osaka |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 8 September 1972 |
| Net Sales of the Subject Company | ¥4,767 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | Operating loss of ¥29 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | Net loss of ¥45 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | Net assets of ¥701 million (fiscal year ending March 2026) |
| Acquisition price | ¥986,000,000 |
| Expenses other than the acquisition price | Estimated issuance expenses of ¥10,000,000 |
| Type of Consideration | Cash (payment for the third-party allotment capital increase) |
| Number of shares acquired | 6,000,000 shares (number of voting rights: 60,000) |
| Voting rights ownership percentage | Before 21.02% → after 50.59% |
| Impact on Business Performance | The impact on results for the fiscal year ending March 2027 is currently under review. |
| Date of board resolution | 18 May 2026 |
| Contract Date | 27 June 2026 (予定) |
| Execution Date / Effective Date | 29 June 2026 (予定) (payment date) |
| Management structure after acquisition | MARCHE CORPORATION is expected to become our consolidated subsidiary, and we are expected to become its controlling shareholder. The company name, representative, and treatment of employees are not disclosed. |
Items this document does not state (11)
Merger 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.To strengthen the capital relationship and support MARCHE CORPORATION’s expansion of store openings, restructuring of its franchise business, and strategy for renewed growth. The companies also aim to achieve the food-service group’s ¥50 billion sales target at an early date by leveraging MARCHE CORPORATION’s brands and operational expertise, as well as the group’s purchasing power.
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