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

Notice Regarding the Acquisition of Shares in 日本罐詰株式会社 and Its Conversion into a Subsidiary

Yoshimura Food Holdings K.K. has decided to acquire 100% of the issued shares of 日本罐詰株式会社 and make it a consolidated subsidiary. The acquisition is scheduled to take effect on 1 November 2026.

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
100
% (percentage of issued shares acquired)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyMeiji Co., Ltd.
Disclosing companyYoshimura Food Holdings K.K.
日本罐詰株式会社Voting rights ownership percentageNumber of shares acquired 2,311,748 shares (number of voting rights: 2,311,748)

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 frozen vegetables and retort pouch foods

Location Memuro, Kawanishi District, HokkaidoShare capital ¥314 million (fiscal year ended March 2026)Date of incorporation 29 December 1948
Net Sales¥3,041 million (fiscal year ended March 2026)
Operating profit¥209 million (fiscal year ended March 2026)
Net income for the current fiscal year¥132 million (fiscal year ended March 2026)
Net assets-¥3,237 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceThe acquisition price will not be disclosed pursuant to the confidentiality agreement with the counterparty.
Goodwill amountNo goodwill is expected to arise.
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 being examined. The Company will promptly disclose any matters requiring disclosure when they arise.

Procedures and assumptions
Valuation methodologyThe price was determined to be reasonable after taking into account the results of financial and legal due diligence conducted by external firms. The specific valuation method is not disclosed.
Management structure after acquisitionThe Company will maintain the employment and business relationships of each company and leverage 日本罐詰株式会社's production and quality control expertise across the Group. Details regarding any change in corporate name, the representative and employee treatment are not disclosed.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameMeiji Co., Ltd.
Name of the Subject Company日本罐詰株式会社
Business Description of the Subject CompanyManufacture and sale of frozen vegetables and retort pouch foods
Location of the Subject CompanyMemuro, Kawanishi District, Hokkaido
Capital Stock of the Subject Company¥314 million (fiscal year ended March 2026)
Date of Establishment of the Subject Company29 December 1948
Net Sales of the Subject Company¥3,041 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥209 million (fiscal year ended March 2026)
Net Income of the Subject Company¥132 million (fiscal year ended March 2026)
Net Assets of the Subject Company-¥3,237 million (fiscal year ended March 2026)
Acquisition priceThe acquisition price will not be disclosed pursuant to the confidentiality agreement with the counterparty.
Number of shares acquired2,311,748 shares (number of voting rights: 2,311,748)
Voting rights ownership percentageBefore 0% → after 100%
Goodwill amountNo goodwill is expected to arise.
Impact on Business PerformanceThe impact on consolidated results from the fiscal year ending February 2027 onward is currently being examined. The Company will promptly disclose any matters requiring disclosure when they arise.
Date of board resolution6 October 2026
Contract Date6 October 2026
Execution Date / Effective Date1 November 2026 (scheduled)
Valuation methodologyThe price was determined to be reasonable after taking into account the results of financial and legal due diligence conducted by external firms. The specific valuation method is not disclosed.
Management structure after acquisitionThe Company will maintain the employment and business relationships of each company and leverage 日本罐詰株式会社's production and quality control expertise across the Group. Details regarding any change in corporate name, the representative and employee treatment are not disclosed.
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.

The Company aims to strengthen its procurement and processing capabilities for agricultural products in Hokkaido and leverage 日本罐詰株式会社's production and quality control expertise across the Group. It also plans to expand sales channels, develop new customers, develop new products and expand into overseas markets by leveraging its sales network, thereby contributing to the Group's sustainable growth and enhancing corporate value.

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Notice Regarding the Acquisition of Shares in 日本罐詰株式会社 and Its Conversion into a Subsidiary | Yoshimura Food Holdings K.K. (2884) timely disclosure | Komori