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M&A and Subsidiary Changes2764Hiramatsu Inc.Retail

Notice Regarding the Execution of a Share Transfer Agreement by Our Consolidated Subsidiary (Making the Company a Sub-subsidiary)

HRMI, a consolidated subsidiary of the Company, has entered into an agreement to acquire all 300 shares of UNIVERSO, which operates the restaurant “Tharros.” As a result, UNIVERSO is expected to become a sub-subsidiary of the Company’s group.

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This transaction

Share acquisition (share transfer agreement)
CounterpartyBaba Keitaro (馬場 圭太郎)
Disclosing companyHiramatsu Inc.
株式会社 UNIVERSOVoting rights ownership percentageNumber of shares acquired 300 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.
Target company

Restaurant operations (the Italian Sardinian cuisine restaurant “Tharros”)

Location Shibuya, TokyoShare capital ¥3 millionDate of incorporation 1 May 2017
Net Sales¥153.120 million (fiscal year ended September 2025)
Operating profit¥34.556 million (fiscal year ended September 2025)
Net income for the current fiscal year¥34.727 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNot disclosed due to a confidentiality obligation with the counterparty
Impact on Business Performance

The impact of this transaction on consolidated results for the fiscal year ending March 2026 is expected to be immaterial, but the Company believes that it will contribute to enhancing the corporate value of the group over the medium to long term.

This transaction
ItemDetails
Transaction nameShare acquisition (share transfer agreement)
Counterparty nameBaba Keitaro (馬場 圭太郎)
Name of the Subject Company株式会社 UNIVERSO
Business Description of the Subject CompanyRestaurant operations (the Italian Sardinian cuisine restaurant “Tharros”)
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥3 million
Date of Establishment of the Subject Company1 May 2017
Net Sales of the Subject Company¥153.120 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥34.556 million (fiscal year ended September 2025)
Net Income of the Subject Company¥34.727 million (fiscal year ended September 2025)
Acquisition priceNot disclosed due to a confidentiality obligation with the counterparty
Number of shares acquired300 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this transaction on consolidated results for the fiscal year ending March 2026 is expected to be immaterial, but the Company believes that it will contribute to enhancing the corporate value of the group over the medium to long term.
Date of board resolution27 March 2026
Contract Date1 April 2026
Execution Date / Effective Date1 April 2026 (予定)
Items this document does not state (15)
Net 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 amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 acquisition will bring a highly distinctive Sardinian cuisine brand into the group, expand the group’s brand portfolio, and support future multi-location expansion and development of related businesses.

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Notice Regarding the Execution of a Share Transfer Agreement by Our Consolidated Subsidiary (Making the Company a Sub-subsidiary) | Hiramatsu Inc. (2764) timely disclosure | Komori