Worth reading
59In focus
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
5030
¥ million (acquisition price)Wording
Conditional
How definitive the wording is.This transaction
This share acquisitionCounterpartyInvestment partnership “DPIP 企業支援 1 号”
Disclosing companyPharma Foods International 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.
Target company
Planning, development and sale of agricultural, livestock and marine products and processed soybean products
Location Chiyoda-ku, TokyoShare capital ¥100 millionDate of incorporation 11 November 2021
Net Sales¥9,475 million (fiscal year ended March 2026)
Operating profit¥542 million (fiscal year ended March 2026)
Net income for the current fiscal year¥268 million (fiscal year ended March 2026)
Net assets¥1,822 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price株式会社マリン・プロフーズ common shares: ¥5,030 million
Impact on Business Performance
Currently under review. If any matters requiring disclosure arise, they will be disclosed promptly.
Procedures and assumptions
Conditions Precedent to ExecutionThe results of the Japan Fair Trade Commission’s review of the notification under Article 10, Paragraph 2 of the Antimonopoly Act must not identify any factor that would prevent completion of the acquisition, including the issuance of a cease-and-desist order.
| Item | Details |
|---|---|
| Transaction name | This share acquisition |
| Counterparty name | Investment partnership “DPIP 企業支援 1 号” |
| Name of the Subject Company | 株式会社マリン・プロフーズ |
| Business Description of the Subject Company | Planning, development and sale of agricultural, livestock and marine products and processed soybean products |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 11 November 2021 |
| Net Sales of the Subject Company | ¥9,475 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥542 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥268 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥1,822 million (fiscal year ended March 2026) |
| Acquisition price | 株式会社マリン・プロフーズ common shares: ¥5,030 million |
| Number of shares acquired | 124,600 shares (number of voting rights: 124,600) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Impact on Business Performance | Currently under review. If any matters requiring disclosure arise, they will be disclosed promptly. |
| Date of board resolution | 6 October 2026 |
| Contract Date | 6 October 2026 |
| Execution Date / Effective Date | 30 October 2026 (scheduled) |
| Conditions Precedent to Execution | The results of the Japan Fair Trade Commission’s review of the notification under Article 10, Paragraph 2 of the Antimonopoly Act must not identify any factor that would prevent completion of the acquisition, including the issuance of a cease-and-desist order. |
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)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement 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.By combining ファーマフーズ’ functional ingredients with 株式会社マリン・プロフーズ’ medical food business and customer base, the transaction is expected to create products with high health value, expand the B2B market, including hospitals and nursing care facilities, and develop the B2C market, including large supermarkets and convenience stores. ファーマフーズ believes that expanding into new business areas and sales channels will contribute to increasing corporate value over the medium to long term.
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