Decision and Details
一正蒲鉾株式会社 and 一正蒲鉾分割準備株式会社 (entered into an absorption-type company split agreement)Absorption-type company split relating to the manufacture and sale of processed seafood products and prepared foods, and the production and sale of mushrooms
Enhancement of group management and maximization of corporate value through the transition to a holding company structure; no shares or other consideration will be delivered, as the successor company is a wholly owned subsidiary of the demerged company; the amounts of capital and reserves are appropriate in light of the businesses, assets and liabilities to be transferred
Neither the demerged company nor the successor company currently expects any circumstances that would impede the performance of its obligations after the split, and both have determined that performance of their obligations is expected. Changes to earnings forecasts: Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split relating to the manufacture and sale of processed seafood products and prepared foods, and the production and sale of mushrooms |
| Decision-Making Body | 一正蒲鉾株式会社 and 一正蒲鉾分割準備株式会社 (entered into an absorption-type company split agreement) |
| Decision Date | 7 August 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 July 2027 (scheduled effective date) |
| Period Covered | On or after 1 July 2027 (after the effective date) |
| Amount | Assets scheduled to be transferred: ¥26,080 million; liabilities scheduled to be transferred: ¥14,665 million (carrying amounts as of 30 June 2026); capital of the successor company after the split: ¥50,000,000; increase in capital resulting from the absorption-type company split: ¥0; capital reserve: ¥0; earned surplus reserve: ¥0; other retained earnings: ¥0 |
| Quantity / scale | Transfer of the business to a wholly owned subsidiary of the demerged company; no shares to be issued or delivered by the successor company; employment contracts for 872 employees of the demerged company as of 30 June 2026 are scheduled to be transferred |
| Impact on Business Performance | Neither the demerged company nor the successor company currently expects any circumstances that would impede the performance of its obligations after the split, and both have determined that performance of their obligations is expected. Changes to earnings forecasts: Not disclosed |
| Reason | Enhancement of group management and maximization of corporate value through the transition to a holding company structure; no shares or other consideration will be delivered, as the successor company is a wholly owned subsidiary of the demerged company; the amounts of capital and reserves are appropriate in light of the businesses, assets and liabilities to be transferred |
| Governing Rule | Companies Act, Article 782, paragraph 1; Ordinance for Enforcement of the Companies Act, Article 183; Companies Act, Article 794, paragraph 1; Ordinance for Enforcement of the Companies Act, Article 192; Companies Act, Article 758, item 4 |
| Related previous disclosures | Absorption-type company split agreement dated 7 August 2026 |
| Future plans | The two companies are scheduled to hold shareholders' meetings by the effective date to approve the absorption-type company split agreement and pass resolutions on the necessary matters. The absorption-type company split is scheduled to take effect on 1 July 2027, and both companies are scheduled to change their corporate names on that date. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Because the successor company is a wholly owned subsidiary of the demerged company, and the basic policy is to enhance group management and maximize corporate value by transitioning to a holding company structure. The disclosure documents also state that no shares or other consideration will be delivered and that the amounts of capital and reserves were determined to be appropriate in light of the businesses, assets and liabilities to be transferred.