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M&A and Subsidiary Changes2884Yoshimura Food Holdings K.K.Food

Notice Regarding the Acquisition of Shares in 株式会社はこだてわいん (Making It a Subsidiary)

ヨシムラ・フード・ホールディングス has decided to acquire all issued shares of 株式会社はこだてわいん, making it a wholly owned subsidiary. Following the acquisition, it will expand its Japanese wine business and sales network while maintaining the company’s name, brand, employees and relationships with existing business partners.

Worth reading
49Recurring
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
180000
Shares
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
Counterparty株式会社ヤクルト北海道中央
Disclosing companyYoshimura Food Holdings K.K.
株式会社はこだてわいんVoting rights ownership percentageNumber of shares acquired 180,000 shares (number of voting rights: 180,000)

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

Manufacture and sale of fruit wine and liqueurs

Location Nanae Town, Kameda District, HokkaidoShare capital ¥98.45 millionDate of incorporation 26 April 1973
Net Sales¥514 million (fiscal year ending March 2026)
Operating profit¥6 million (fiscal year ending March 2026)
Net income for the current fiscal yearNet income attributable to owners of the parent: ¥7 million (fiscal year ending March 2026)
Net assets¥914 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNot disclosed pursuant to the confidentiality agreement with the counterparty.
Goodwill amountNo goodwill is expected to arise as a result of this transaction.
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The impact on consolidated results from the fiscal year ending February 2027 onward is currently under review. The company will promptly disclose any matters requiring disclosure.

Procedures and assumptions
Valuation methodologyTo ensure fairness and appropriateness, the price was set at a reasonable level after taking into account the results of financial and legal due diligence conducted by external organizations.
Management structure after acquisitionThe company will respect 株式会社はこだてわいん’s name, brand, employees and relationships with existing business partners, and will carry forward and develop the value cultivated to date. It will promote the expansion of grape cultivation on its own farms, capital investment, the expansion of sales channels and overseas operations.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty name株式会社ヤクルト北海道中央
Name of the Subject Company株式会社はこだてわいん
Business Description of the Subject CompanyManufacture and sale of fruit wine and liqueurs
Location of the Subject CompanyNanae Town, Kameda District, Hokkaido
Capital Stock of the Subject Company¥98.45 million
Date of Establishment of the Subject Company26 April 1973
Net Sales of the Subject Company¥514 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥6 million (fiscal year ending March 2026)
Net Income of the Subject CompanyNet income attributable to owners of the parent: ¥7 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥914 million (fiscal year ending March 2026)
Acquisition priceNot disclosed pursuant to the confidentiality agreement with the counterparty.
Number of shares acquired180,000 shares (number of voting rights: 180,000)
Voting rights ownership percentageBefore 0% → after 100%
Goodwill amountNo goodwill is expected to arise as a result of this transaction.
Impact on Business PerformanceThe impact on consolidated results from the fiscal year ending February 2027 onward is currently under review. The company will promptly disclose any matters requiring disclosure.
Date of board resolution4 June 2026
Contract Date4 June 2026
Execution Date / Effective Date30 June 2026
Valuation methodologyTo ensure fairness and appropriateness, the price was set at a reasonable level after taking into account the results of financial and legal due diligence conducted by external organizations.
Management structure after acquisitionThe company will respect 株式会社はこだてわいん’s name, brand, employees and relationships with existing business partners, and will carry forward and develop the value cultivated to date. It will promote the expansion of grape cultivation on its own farms, capital investment, the expansion of sales channels and overseas operations.
Items this document does not state (11)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount 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.

In anticipation of shrinking domestic demand due to population decline, the acquisition forms part of a growth strategy to develop high-quality Japanese food products in Japan and overseas. The aim is to incorporate 株式会社はこだてわいん’s brand strength, brewing expertise, product development capabilities and relationships with producers and business partners. The company also aims to expand its own farms and strengthen its sales channels and overseas operations.

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 Acquisition of Shares in 株式会社はこだてわいん (Making It a Subsidiary) | Yoshimura Food Holdings K.K. (2884) timely disclosure | Komori