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

Notice Regarding the Acquisition of Shares in Kosei Kogyo Co., Ltd. (Making It a Subsidiary)

Yoshimura Food Holdings K.K. acquired all 1,000 shares of 倖生工業株式会社 from Suyama Jiro (陶山 次郎), making the company a wholly owned subsidiary. The share transfer was completed on 2 September 2026.

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This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartySuyama Jiro (陶山 次郎)
Disclosing companyYoshimura Food Holdings K.K.
倖生工業株式会社Voting rights ownership percentageNumber of shares acquired 1,000 shares (number of voting rights: 1,000)

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 resolution2 September 2026
Contract Date2 September 2026
Execution Date / Effective Date2 September 2026
Target company

Manufacture and sale of commercial kitchen equipment

Location 2-28-3 Miyakocho, Chuo-ku, Chiba, ChibaShare capital ¥10 millionDate of incorporation 11 December 1975
Net Sales¥237 million (fiscal year ended June 2025)
Operating profit¥91 million (fiscal year ended June 2025)
Net income for the current fiscal year¥61 million (fiscal year ended June 2025)
Net assets¥419 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceThe acquisition price will not be disclosed pursuant to the confidentiality agreement with the counterparty.
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 methodologyThe price was set at a reasonable level after taking into account the results of financial and legal due diligence conducted by an external organization.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameSuyama Jiro (陶山 次郎)
Name of the Subject Company倖生工業株式会社
Business Description of the Subject CompanyManufacture and sale of commercial kitchen equipment
Location of the Subject Company2-28-3 Miyakocho, Chuo-ku, Chiba, Chiba
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company11 December 1975
Net Sales of the Subject Company¥237 million (fiscal year ended June 2025)
Operating Profit of the Subject Company¥91 million (fiscal year ended June 2025)
Net Income of the Subject Company¥61 million (fiscal year ended June 2025)
Net Assets of the Subject Company¥419 million (fiscal year ended June 2025)
Acquisition priceThe acquisition price will not be disclosed pursuant to the confidentiality agreement with the counterparty.
Number of shares acquired1,000 shares (number of voting rights: 1,000)
Voting rights ownership percentageBefore 0% → after 100%
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 resolution2 September 2026
Contract Date2 September 2026
Execution Date / Effective Date2 September 2026
Valuation methodologyThe price was set at a reasonable level after taking into account the results of financial and legal due diligence conducted by an external organization.
Items this document does not state (13)
Expenses 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)Independent 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 aim is to drive growth in the domestic business, accelerate overseas expansion and enhance corporate value over the medium to long term by incorporating 倖生工業株式会社's proprietary technology, products, brand and customer base, while leveraging Yoshimura Food Holdings K.K.'s sales and maintenance network in Southeast Asia.

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Notice Regarding the Acquisition of Shares in Kosei Kogyo Co., Ltd. (Making It a Subsidiary) | Yoshimura Food Holdings K.K. (2884) timely disclosure | Komori