Worth reading
65In focus
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Improvement
Direction inferred from the company’s description.Scale
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Conditional
How definitive the wording is.This transaction
Business AcquisitionCounterparty (target company)CUCINA FRESCA, INC.
Disclosing companyPIETRO Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Under the CUCINA FRESCA brand, the company manufactures a variety of food products, including fresh pasta and high-quality pasta sauces, for which it has an established brand, as well as soups, seasonings and dressings. It supplies products primarily to major retailers in the Pacific Northwest, which are its main customers.
Location Seattle, Washington, USA
Consideration and expenses
Acquisition priceNot disclosed pursuant to a confidentiality agreement with the counterparty.
Impact on Business Performance
The impact of this matter on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyValuation by an external specialist institution, etc.
Management structure after acquisitionThe operating food manufacturing plant, skilled personnel and local procurement routes will be acquired as they are. Going forward, the Company aims to improve production efficiency, enhance product development capabilities and further strengthen its sales network.
| Item | Details |
|---|---|
| Transaction name | Business Acquisition |
| Counterparty name | CUCINA FRESCA, INC. |
| Name of the Subject Company | CUCINA FRESCA, INC. |
| Business Description of the Subject Company | Under the CUCINA FRESCA brand, the company manufactures a variety of food products, including fresh pasta and high-quality pasta sauces, for which it has an established brand, as well as soups, seasonings and dressings. It supplies products primarily to major retailers in the Pacific Northwest, which are its main customers. |
| Location of the Subject Company | Seattle, Washington, USA |
| Acquisition price | Not disclosed pursuant to a confidentiality agreement with the counterparty. |
| Impact on Business Performance | The impact of this matter on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial. |
| Date of board resolution | 13 November 2026 |
| Contract Date | 1 December 2026 (scheduled) |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Valuation methodology | Valuation by an external specialist institution, etc. |
| Management structure after acquisition | The operating food manufacturing plant, skilled personnel and local procurement routes will be acquired as they are. Going forward, the Company aims to improve production efficiency, enhance product development capabilities and further strengthen its sales network. |
Items this document does not state (20)
Capital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet 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 periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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 expand overseas operations, strengthen the business base and earnings capacity in North America, reduce costs and improve profitability through in-house manufacturing, develop products and establish a supply system aligned with market needs, improve production efficiency, and strengthen the sales network.
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