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Definitive
How definitive the wording is.This transaction
Conversion of ジョンマスターホールディングス into a wholly owned subsidiaryDisclosing companyMatsukiyoCocokara & Co.
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.
Execution Date / Effective DateEffective 7 September 2026 (completed)
Target company
Owns the ジョンマスターオーガニックグループ
Location Meguro-ku, Tokyo
Procedures and assumptions
Management structure after acquisitionAt ジョンマスターホールディングス, the representative director and president changed from former representative director and president Nakamura Akitoshi (中村彰利) to Matsumoto Takashi (松本貴志), representative director and executive vice president of 株式会社マツキヨココカラ＆カンパニー. At the ジョンマスターオーガニックグループ, the management structure changed from one including former president Hara Yutaro (原裕太郎) and others to one in which Matsuda Takashi (松田崇) is chairman, Otaki Yuichiro (大滝雄一郎) is representative director and president, Yamauchi Taro (山内太郎), Nakao Takehiko (仲尾武彦) and Ueno Kunikyo (上野邦教) are directors, and Igarashi Yoshio (五十嵐欣夫) is a part-time audit & supervisory board member. The company name and employee treatment are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Conversion of ジョンマスターホールディングス into a wholly owned subsidiary |
| Name of the Subject Company | 株式会社ジョンマスターホールディングス |
| Business Description of the Subject Company | Owns the ジョンマスターオーガニックグループ |
| Location of the Subject Company | Meguro-ku, Tokyo |
| Number of shares acquired | All shares (specific number of shares and voting rights: Not disclosed) |
| Voting rights ownership percentage | After 100% (before not disclosed) |
| Execution Date / Effective Date | Effective 7 September 2026 (completed) |
| Management structure after acquisition | At ジョンマスターホールディングス, the representative director and president changed from former representative director and president Nakamura Akitoshi (中村彰利) to Matsumoto Takashi (松本貴志), representative director and executive vice president of 株式会社マツキヨココカラ＆カンパニー. At the ジョンマスターオーガニックグループ, the management structure changed from one including former president Hara Yutaro (原裕太郎) and others to one in which Matsuda Takashi (松田崇) is chairman, Otaki Yuichiro (大滝雄一郎) is representative director and president, Yamauchi Taro (山内太郎), Nakao Takehiko (仲尾武彦) and Ueno Kunikyo (上野邦教) are directors, and Igarashi Yoshio (五十嵐欣夫) is a part-time audit & supervisory board member. The company name and employee treatment are Not disclosed. |
Items this document does not state (24)
Counterparty nameCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses 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)Impact on Business PerformanceDate of board resolutionContract DateValuation methodologyIndependent 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 explained that it decided on a new management structure in connection with the conversion of ジョンマスターホールディングス into a wholly owned subsidiary. It did not disclose the business objectives or performance-related reasons for the acquisition itself.
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