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Transition to a holding company structure through a company split (absorption-type company split)Counterparty (target company)一正蒲鉾分割準備株式会社
Disclosing companyICHIMASA KAMABOKO CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and sale of processed seafood products and prepared foods, and production and sale of mushrooms
Location 7-77 Tsushimaya, Higashi-ku, Niigata, Niigata PrefectureShare capital ¥50 millionDate of incorporation Early July 2026 (予定)
Impact on Business Performance
The impact of this transaction on consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval by resolution of the Company's annual general meeting of shareholders scheduled for late September 2026 and, where necessary, permits and approvals from the relevant government authorities
Management structure after acquisitionThe Company will remain listed as a holding company. The representative director of the split preparation company will be Nozaki Masahiro (野崎 正博), and the Company plans to appoint directors from among its own personnel. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Transition to a holding company structure through a company split (absorption-type company split) |
| Counterparty name | 一正蒲鉾分割準備株式会社 |
| Name of the Subject Company | 一正蒲鉾分割準備株式会社 |
| Business Description of the Subject Company | Manufacture and sale of processed seafood products and prepared foods, and production and sale of mushrooms |
| Location of the Subject Company | 7-77 Tsushimaya, Higashi-ku, Niigata, Niigata Prefecture |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | Early July 2026 (予定) |
| Voting rights ownership percentage | After 100％ (before not disclosed) |
| Impact on Business Performance | The impact of this transaction on consolidated results is expected to be immaterial. |
| Date of board resolution | 14 May 2026 |
| Contract Date | 7 August 2026 (scheduled) |
| Execution Date / Effective Date | 1 July 2027 (scheduled) |
| Conditions Precedent to Execution | Approval by resolution of the Company's annual general meeting of shareholders scheduled for late September 2026 and, where necessary, permits and approvals from the relevant government authorities |
| Management structure after acquisition | The Company will remain listed as a holding company. The representative director of the split preparation company will be Nozaki Masahiro (野崎 正博), and the Company plans to appoint directors from among its own personnel. Employee treatment: Not disclosed. |
Items this document does not state (18)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.The purpose is to respond quickly and flexibly to industry consolidation and changes in the market environment and to optimize group management. Through the company split, the Company aims to optimize the allocation of management resources, restructure its business portfolio, execute M&A and business and capital alliances with greater agility, accelerate decision-making, and develop next-generation management talent.
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