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M&A and Subsidiary Changes3083Star seeds Co.,Ltd.Retail

Notice Regarding Change in Consolidated Subsidiary (Share Transfer)

スターシーズ will transfer all shares in its consolidated subsidiary 株式会社チチカカ to JELLY BEANS GROUP Co.,Ltd. for ¥1 and will also waive loans receivable and other claims against 株式会社チチカカ. As a result, 株式会社チチカカ is expected to cease being included in スターシーズ' consolidated accounts.

Worth reading
54Recurring
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Direction
Improvement
Direction inferred from the company’s description.
Scale
1
¥
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
CounterpartyJELLY BEANS GROUP Co.,Ltd.
Disclosing companyStar seeds Co.,Ltd.
株式会社チチカカSubject of this transactionNumber of shares acquired 80,000 shares (number of voting rights: 80,000; number of shares transferred)Voting rights ownership percentage Before 100% → after -%
Date of board resolution10 September 2026
Contract Date10 September 2026
Execution Date / Effective Date10 September 2026 (share transfer completion date)
Target company

Planning, manufacturing and sale of ethnic apparel and miscellaneous goods

Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 31 March 1992
Net Sales¥1,403.295 million (fiscal year ended February 2026)
Operating profit-¥18.733 million (fiscal year ended February 2026)
Net income for the current fiscal year-¥32 million (fiscal year ended February 2026)
Net assets-¥499.749 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition price¥1 (transfer price)
Expenses other than the acquisition priceNo advisory fees will be incurred
Type of ConsiderationCash (transfer price: ¥1)
Impact on Business Performance

The impact on consolidated profit or loss for the fiscal year ending February 2027 is expected to be immaterial

Procedures and assumptions
Valuation methodologyThe price was determined through discussions with the transferee, taking into comprehensive consideration the fact that 株式会社チチカカ is in a state of excess liabilities, as well as its earnings performance and financial condition.
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameJELLY BEANS GROUP Co.,Ltd.
Name of the Subject Company株式会社チチカカ
Business Description of the Subject CompanyPlanning, manufacturing and sale of ethnic 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 million (fiscal year ended February 2026)
Operating Profit of the Subject Company-¥18.733 million (fiscal year ended February 2026)
Net Income of the Subject Company-¥32 million (fiscal year ended February 2026)
Net Assets of the Subject Company-¥499.749 million (fiscal year ended February 2026)
Acquisition price¥1 (transfer price)
Expenses other than the acquisition priceNo advisory fees will be incurred
Type of ConsiderationCash (transfer price: ¥1)
Number of shares acquired80,000 shares (number of voting rights: 80,000; number of shares transferred)
Voting rights ownership percentageBefore 100% → after -%
Impact on Business PerformanceThe impact on consolidated profit or loss for the fiscal year ending February 2027 is expected to be immaterial
Date of board resolution10 September 2026
Contract Date10 September 2026
Execution Date / Effective Date10 September 2026 (share transfer completion date)
Valuation methodologyThe price was determined through discussions with the transferee, taking into comprehensive consideration the fact that 株式会社チチカカ is in a state of excess liabilities, as well as its earnings performance and financial condition.
Items this document does not state (11)
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 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.

株式会社チチカカ faces a challenging earnings environment due to changes in consumer lifestyles, intensifying competition in e-commerce channels and rising procurement costs, among other factors, and the synergies initially anticipated have not been realized. スターシーズ determined that it would be in the best interests of the parties concerned to concentrate its management resources on growth areas, including the grid-scale battery business and the sale of products related to GPU servers, while developing 株式会社チチカカ under JELLY BEANS GROUP Co.,Ltd., which has management resources in the logistics and retail sectors.

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Notice Regarding Change in Consolidated Subsidiary (Share Transfer) | Star seeds Co.,Ltd. (3083) timely disclosure | Komori