Worth reading
60In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
35067
¥ million (net sales of the businesses subject to the split for the fiscal year ending June 2026)Wording
Conditional
How definitive the wording is.This transaction
Transaction nameCounterparty (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.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Manufacture and sale of processed seafood products and prepared foods, and production and sale of mushrooms
Location Target company location: Higashi-ku, Niigata, Niigata PrefectureShare capital ¥50 millionDate of incorporation 1 July 2026
Net SalesTarget company net income: - (no completed fiscal year)
Operating profitTarget company net income: - (no completed fiscal year)
Net income for the current fiscal yearTarget company net income: - (no completed fiscal year)
Net assetsTarget company net assets: ¥50 million (at incorporation)
Consideration and expenses
Type of ConsiderationConsideration: Shares (the successor company will issue 1,000 common shares, all of which will be allotted and delivered to the company participating in the split)
Impact on Business Performance
Impact on financial results: As the successor company is a wholly owned subsidiary of the Company, the impact of this company split on the Company's consolidated financial results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionConditions precedent: Approval at the Ordinary General Meeting of Shareholders scheduled for 29 September 2026, and the necessary permits and approvals from the relevant government authorities, if required, must be obtained.
Management structure after acquisitionPost-transaction management structure: The Company is scheduled to change its corporate name to 「一正ホールディングス株式会社」, and the successor company is scheduled to change its corporate name to ICHIMASA KAMABOKO CO.,LTD. The Company will conduct management and other activities for Group companies, while the successor company will manufacture and sell surimi products and prepared foods and produce and sell mushrooms. Nozaki Masahiro (野崎正博) is scheduled to serve as representative director of both companies. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Transaction name |
| 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 | Target company location: Higashi-ku, Niigata, Niigata Prefecture |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 1 July 2026 |
| Net Sales of the Subject Company | Target company net income: - (no completed fiscal year) |
| Operating Profit of the Subject Company | Target company net income: - (no completed fiscal year) |
| Net Income of the Subject Company | Target company net income: - (no completed fiscal year) |
| Net Assets of the Subject Company | Target company net assets: ¥50 million (at incorporation) |
| Type of Consideration | Consideration: Shares (the successor company will issue 1,000 common shares, all of which will be allotted and delivered to the company participating in the split) |
| Number of shares acquired | Number of shares acquired: 1,000 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 100％ → after 100％ |
| Impact on Business Performance | Impact on financial results: As the successor company is a wholly owned subsidiary of the Company, the impact of this company split on the Company's consolidated financial results will be immaterial. |
| Date of board resolution | 7 August 2026 |
| Contract Date | 7 August 2026 |
| Execution Date / Effective Date | Execution/effective date: 1 July 2027 (予定) |
| Conditions Precedent to Execution | Conditions precedent: Approval at the Ordinary General Meeting of Shareholders scheduled for 29 September 2026, and the necessary permits and approvals from the relevant government authorities, if required, must be obtained. |
| Management structure after acquisition | Post-transaction management structure: The Company is scheduled to change its corporate name to 「一正ホールディングス株式会社」, and the successor company is scheduled to change its corporate name to ICHIMASA KAMABOKO CO.,LTD. The Company will conduct management and other activities for Group companies, while the successor company will manufacture and sell surimi products and prepared foods and produce and sell mushrooms. Nozaki Masahiro (野崎正博) is scheduled to serve as representative director of both companies. Treatment of employees: Not disclosed |
Items this document does not state (12)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.To establish a structure capable of responding swiftly and flexibly to industry consolidation and changes in the market environment, and to optimize group management. Following the transition, the Group plans to optimize the allocation of management resources across the Group, rebuild its business portfolio, execute M&A, business and capital alliances, and organizational restructuring with greater flexibility, and delegate authority to each operating company, with the aim of increasing corporate value.
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