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M&A and Subsidiary Changes3070JELLY BEANS GROUP Co.,Ltd.Trading & Wholesale

Notice Regarding the Acquisition of Shares in Chichikaka Co., Ltd. (Making It a Subsidiary)

ジェリービーンズグループ acquired all 80,000 issued shares of 株式会社チチカカ from Star seeds Co.,Ltd., making the company a subsidiary. The acquisition price was ¥1, and the company will be included in the consolidated results from the third quarter of the fiscal year ending January 2027.

Worth reading
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Direction
Mixed performance
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Scale
1
¥
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyStar seeds Co.,Ltd.
Disclosing companyJELLY BEANS GROUP Co.,Ltd.
株式会社チチカカVoting rights ownership percentageNumber of shares acquired 80,000 shares (number of voting rights: 80,000)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Date of board resolution10 September 2026
Contract Date10 September 2026
Execution Date / Effective Date10 September 2026
Target company

Retail and wholesale of apparel and miscellaneous goods

Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 31 March 1992
Net Sales¥1,403,295 thousand (fiscal year ended February 2026)
Operating profit-¥18,773 thousand (fiscal year ended February 2026)
Net income for the current fiscal year-¥32,000 thousand (fiscal year ended February 2026)
Net assets-¥499,749 thousand (fiscal year ended February 2026)
Consideration and expenses
Acquisition price¥1
Expenses other than the acquisition priceAdvisory fees: ¥250,000
Type of ConsiderationCash (¥1)
Impact on Business Performance

The company will be included in the consolidated results from the third quarter of the fiscal year ending January 2027. The impact on the company's business results and other matters is currently being examined. If timely disclosure becomes necessary, the company will promptly announce the relevant information.

Procedures and assumptions
Valuation methodologyDetermined following discussions with the transferor, taking comprehensive account of the target company's recent financial position, earnings performance, and future business outlook, among other factors.
Management structure after acquisitionThe company will be included in the consolidated results from the third quarter of the fiscal year ending January 2027. The trade name, representative, and treatment of employees have not been disclosed.
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameStar seeds Co.,Ltd.
Name of the Subject Company株式会社チチカカ
Business Description of the Subject CompanyRetail and wholesale of apparel and miscellaneous goods
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company31 March 1992
Net Sales of the Subject Company¥1,403,295 thousand (fiscal year ended February 2026)
Operating Profit of the Subject Company-¥18,773 thousand (fiscal year ended February 2026)
Net Income of the Subject Company-¥32,000 thousand (fiscal year ended February 2026)
Net Assets of the Subject Company-¥499,749 thousand (fiscal year ended February 2026)
Acquisition price¥1
Expenses other than the acquisition priceAdvisory fees: ¥250,000
Type of ConsiderationCash (¥1)
Number of shares acquired80,000 shares (number of voting rights: 80,000)
Voting rights ownership percentageBefore -% → after 100.00%
Impact on Business PerformanceThe company will be included in the consolidated results from the third quarter of the fiscal year ending January 2027. The impact on the company's business results and other matters is currently being examined. If timely disclosure becomes necessary, the company will promptly announce the relevant information.
Date of board resolution10 September 2026
Contract Date10 September 2026
Execution Date / Effective Date10 September 2026
Valuation methodologyDetermined following discussions with the transferor, taking comprehensive account of the target company's recent financial position, earnings performance, and future business outlook, among other factors.
Management structure after acquisitionThe company will be included in the consolidated results from the third quarter of the fiscal year ending January 2027. The trade name, representative, and treatment of employees have not been disclosed.
Items this document does not state (10)
Merger 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 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 company determined that 株式会社チチカカ's ability to propose ethnic apparel and miscellaneous goods drawing on traditional cultures from Central and South America and other regions, together with its product planning capabilities and brand strength, has a high degree of affinity with the lifestyle business on which the company is focusing and will contribute to expanding its business domain. The company also expects to create new value and business opportunities, achieve further growth, and enhance corporate value by utilizing the management resources and marketing expertise of the group.

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 Shares in Chichikaka Co., Ltd. (Making It a Subsidiary) | JELLY BEANS GROUP Co.,Ltd. (3070) timely disclosure | Komori