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M&A and Subsidiary Changes2937St.Cousair CO.,LTD.Food

Notice Regarding the Acquisition of a Business by a Consolidated Subsidiary

SCI, our US consolidated subsidiary, acquired the Blake Hill Preserves brand business in the United States and certain related production equipment from Mascoma Bank, and completed the execution of the agreement and closing.

Worth reading
64In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
2596
US$ thousand (FY2025 sales)
Wording
Conditional
How definitive the wording is.

This transaction

This acquisition
CounterpartyMascoma Bank
Disclosing companySt.Cousair CO.,LTD.
Blake Hill Preserves (business operators: Vicky Allard and Joe Hanglin)Subject of this transaction
Contract Date14 August 2026 (local time)
Execution Date / Effective Date14 August 2026 (local time; closing completed)
Target company

Manufacture and sale of premium specialty jams, chutneys and marmalades, among other products

Location Windsor, Vermont, U.S.Date of incorporation 2010
Net SalesUS$2,596 thousand (FY2025)
Consideration and expenses
Acquisition priceNot disclosed following discussions between the parties.
Goodwill amountAmount currently under review (amortization period not stated)
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The impact of this acquisition on results for the current fiscal year is expected to be immaterial, but it is expected to contribute to improved results over the medium to long term.

Procedures and assumptions
Valuation methodologyAgreed between the parties following discussions as a fair and reasonable price
Management structure after acquisitionThe brand's value and operating structure will remain unchanged, with founders Vicky Allard and Joe Hanglin continuing to handle day-to-day operations. The acquired production equipment is scheduled to be relocated to SCI's Oregon plant and put into operation.
This transaction
ItemDetails
Transaction nameThis acquisition
Counterparty nameMascoma Bank
Name of the Subject CompanyBlake Hill Preserves (business operators: Vicky Allard and Joe Hanglin)
Business Description of the Subject CompanyManufacture and sale of premium specialty jams, chutneys and marmalades, among other products
Location of the Subject CompanyWindsor, Vermont, U.S.
Date of Establishment of the Subject Company2010
Net Sales of the Subject CompanyUS$2,596 thousand (FY2025)
Acquisition priceNot disclosed following discussions between the parties.
Goodwill amountAmount currently under review (amortization period not stated)
Impact on Business PerformanceThe impact of this acquisition on results for the current fiscal year is expected to be immaterial, but it is expected to contribute to improved results over the medium to long term.
Contract Date14 August 2026 (local time)
Execution Date / Effective Date14 August 2026 (local time; closing completed)
Valuation methodologyAgreed between the parties following discussions as a fair and reasonable price
Management structure after acquisitionThe brand's value and operating structure will remain unchanged, with founders Vicky Allard and Joe Hanglin continuing to handle day-to-day operations. The acquired production equipment is scheduled to be relocated to SCI's Oregon plant and put into operation.
Items this document does not state (18)
Capital Stock of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsAmount of extraordinary income (loss)Date of board resolutionIndependent 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 acquisition is intended to strengthen strategic complementarity with our existing brands by acquiring a wholesale and distributor network on the US East Coast, online D2C sales channels, the sugar-free jam category, more than 290 recipe assets, and a premium brand. It is also intended to bring in the production equipment and output capacity and accelerate the transition to a two-shift operating system at our US plant.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of a Business by a Consolidated Subsidiary | St.Cousair CO.,LTD. (2937) timely disclosure | Komori