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M&A and Subsidiary Changes2802Ajinomoto Co.,Inc.Food

Notice regarding the proposal to make Ajinomoto Malaysia a wholly owned subsidiary

Ajinomoto proposed implementing a selective capital reduction and repayment (SCR) to privatize its consolidated subsidiary, Ajinomoto (Malaysia) Berhad, by extinguishing the shares held by shareholders other than Ajinomoto and repaying them in cash. If completed, the company will become a wholly owned subsidiary and be delisted from Bursa Malaysia.

Worth reading
61In 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
603.4
Millions of Malaysian ringgit (¥24.2 billion)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Selective Capital Reduction and Repayment (SCR)
CounterpartyShareholders of Ajinomoto (Malaysia) Berhad other than Ajinomoto (individual names Not disclosed)
Disclosing companyAjinomoto Co.,Inc.
Ajinomoto (Malaysia) Berhad.Voting rights ownership percentageNumber of shares acquired 30,170,689 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.

Date of board resolution22 June 2026
Target company

Manufacture and sale of seasonings and other products, including the umami seasoning AJI-NO-MOTO® and flavor seasoning TUMIX®

Location Kuala Lumpur, MalaysiaShare capital 65,102,234 ringgit (¥2.6 billion)Date of incorporation July 1961
Net Sales710,208 thousand ringgit (fiscal year ending March 2026)
Operating profit79,095 thousand ringgit (fiscal year ending March 2026)
Net income for the current fiscal year71,447 thousand ringgit (fiscal year ending March 2026, profit after tax)
Consideration and expenses
Acquisition price603.4 million ringgit (¥24.2 billion)
Type of ConsiderationCash
Funding arrangementsIt was proposed that part of Ajinomoto (Malaysia) Berhad's retained earnings be transferred to capital, increasing its issued share capital to a level sufficient to facilitate the SCR. The specific method of financing the acquisition is Not disclosed.
Impact on Business Performance

The impact of this matter on the consolidated financial statements for fiscal 2026 is expected to be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionThe prescribed procedures, including a decision by Ajinomoto (Malaysia) Berhad's board of directors to implement the SCR, approval at an extraordinary general meeting of shareholders, and court approval.
Management structure after acquisitionAjinomoto (Malaysia) Berhad will become a wholly owned subsidiary of Ajinomoto, but its corporate name, representative, and treatment of employees after the transaction are Not disclosed. The summary identifies Daisaku Wadami (和田見大作) as President and Representative Director and states that the company had 585 employees as of 31 March 2026.
This transaction
ItemDetails
Transaction nameSelective Capital Reduction and Repayment (SCR)
Counterparty nameShareholders of Ajinomoto (Malaysia) Berhad other than Ajinomoto (individual names Not disclosed)
Name of the Subject CompanyAjinomoto (Malaysia) Berhad.
Business Description of the Subject CompanyManufacture and sale of seasonings and other products, including the umami seasoning AJI-NO-MOTO® and flavor seasoning TUMIX®
Location of the Subject CompanyKuala Lumpur, Malaysia
Capital Stock of the Subject Company65,102,234 ringgit (¥2.6 billion)
Date of Establishment of the Subject CompanyJuly 1961
Net Sales of the Subject Company710,208 thousand ringgit (fiscal year ending March 2026)
Operating Profit of the Subject Company79,095 thousand ringgit (fiscal year ending March 2026)
Net Income of the Subject Company71,447 thousand ringgit (fiscal year ending March 2026, profit after tax)
Acquisition price603.4 million ringgit (¥24.2 billion)
Type of ConsiderationCash
Number of shares acquired30,170,689 shares (number of voting rights Not disclosed)
Voting rights ownership percentageBefore 50.38% → after 100% (if the privatization is completed)
Funding arrangementsIt was proposed that part of Ajinomoto (Malaysia) Berhad's retained earnings be transferred to capital, increasing its issued share capital to a level sufficient to facilitate the SCR. The specific method of financing the acquisition is Not disclosed.
Impact on Business PerformanceThe impact of this matter on the consolidated financial statements for fiscal 2026 is expected to be immaterial.
Date of board resolution22 June 2026
Conditions Precedent to ExecutionThe prescribed procedures, including a decision by Ajinomoto (Malaysia) Berhad's board of directors to implement the SCR, approval at an extraordinary general meeting of shareholders, and court approval.
Management structure after acquisitionAjinomoto (Malaysia) Berhad will become a wholly owned subsidiary of Ajinomoto, but its corporate name, representative, and treatment of employees after the transaction are Not disclosed. The summary identifies Daisaku Wadami (和田見大作) as President and Representative Director and states that the company had 585 employees as of 31 March 2026.
Items this document does not state (13)
Net Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Contract DateExecution Date / Effective DateValuation 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.

To further advance Ajinomoto (Malaysia) Berhad's business operations based on swift and flexible management decision-making and further strengthen global business collaboration, thereby achieving sustained growth in the Ajinomoto Group's corporate value.

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 the proposal to make Ajinomoto Malaysia a wholly owned subsidiary | Ajinomoto Co.,Inc. (2802) timely disclosure | Komori