Worth reading
45Recurring
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Improvement
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How definitive the wording is.This transaction
Share acquisition (making the target a grand-subsidiary)Counterparty濵田 HD 株式会社
Disclosing companyKOBE BUSSAN 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
Manufacture and sale of alcoholic beverages, wholesale and retail of alcoholic beverages, and other related businesses
Location Nagaoka, Niigata PrefectureShare capital ¥47 millionDate of incorporation 11 February 1956
Net Sales¥872 million (fiscal year ended June 2025)
Operating profit¥43 million operating loss (fiscal year ended June 2025)
Net income for the current fiscal year¥47 million net loss (fiscal year ended June 2025)
Net assets¥166 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceThe acquisition price will not be disclosed pursuant to an agreement with the counterparty.
Impact on Business Performance
Although medium-term business expansion is expected, the impact on consolidated results for the fiscal year ending October 2026 will be immaterial.
Procedures and assumptions
Valuation methodologyThe price will be determined through discussions between the parties at an amount considered fair and appropriate, based on the results of due diligence conducted by a third-party organization.
| Item | Details |
|---|---|
| Transaction name | Share acquisition (making the target a grand-subsidiary) |
| Counterparty name | 濵田 HD 株式会社 |
| Name of the Subject Company | 柏露酒造株式会社 |
| Business Description of the Subject Company | Manufacture and sale of alcoholic beverages, wholesale and retail of alcoholic beverages, and other related businesses |
| Location of the Subject Company | Nagaoka, Niigata Prefecture |
| Capital Stock of the Subject Company | ¥47 million |
| Date of Establishment of the Subject Company | 11 February 1956 |
| Net Sales of the Subject Company | ¥872 million (fiscal year ended June 2025) |
| Operating Profit of the Subject Company | ¥43 million operating loss (fiscal year ended June 2025) |
| Net Income of the Subject Company | ¥47 million net loss (fiscal year ended June 2025) |
| Net Assets of the Subject Company | ¥166 million (fiscal year ended June 2025) |
| Acquisition price | The acquisition price will not be disclosed pursuant to an agreement with the counterparty. |
| Number of shares acquired | 52,000 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 0％ → after 100％ |
| Impact on Business Performance | Although medium-term business expansion is expected, the impact on consolidated results for the fiscal year ending October 2026 will be immaterial. |
| Date of board resolution | 20 April 2026 |
| Contract Date | 20 April 2026 |
| Execution Date / Effective Date | 30 April 2026 (scheduled) |
| Valuation methodology | The price will be determined through discussions between the parties at an amount considered fair and appropriate, based on the results of due diligence conducted by a third-party organization. |
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)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement 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.関原酒造 has maintained a high operating rate due to growing demand for sake, making it necessary to increase production capacity and expand its operating base. By incorporating 柏露酒造株式会社's koji production technology and other capabilities, 関原酒造 aims to strengthen production capacity, expand its product categories and establish a competitive advantage in the market.
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