Komori
M&A and Subsidiary Changes3143O'will CorporationTrading & Wholesale

Notice Regarding the Making of a Consolidated Subsidiary into a Wholly Owned Subsidiary through Additional Share Acquisition

The Company will acquire an additional 4,750 shares of consolidated subsidiary NIITAKAYA U.S.A. INC., increasing its voting rights ownership ratio from 95.0% to 100.0% and making the company a wholly owned subsidiary.

Worth reading
46Recurring
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Direction
Improvement
Direction inferred from the company’s description.
Scale
4750
Shares
Wording
Definitive
How definitive the wording is.

This transaction

Making a Wholly Owned Subsidiary Through the Additional Acquisition of Shares in a Consolidated Subsidiary
CounterpartyNIITAKAYA HOLDINGS INC.
Disclosing companyO'will Corporation
NIITAKAYA U.S.A. INC.Voting rights ownership percentageNumber of shares acquired 4,750 shares; 4,750 voting rights

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 pickles and gari ginger, and tenant sales

Location 1801 Aeros Way Montebello, CA 90640 (U.S.)Share capital US$851 thousandDate of incorporation 11 May 1983
Consideration and expenses
Acquisition priceThe acquisition price has not been disclosed due to confidentiality obligations with the counterparty.
Impact on Business Performance

The impact of this transaction on consolidated results going forward is expected to be immaterial.

Procedures and assumptions
Valuation methodologyThe price was determined through discussions with the counterparty based on a valuation of the shares estimated following due diligence conducted by an external expert.
This transaction
ItemDetails
Transaction nameMaking a Wholly Owned Subsidiary Through the Additional Acquisition of Shares in a Consolidated Subsidiary
Counterparty nameNIITAKAYA HOLDINGS INC.
Name of the Subject CompanyNIITAKAYA U.S.A. INC.
Business Description of the Subject CompanyManufacture and sale of pickles and gari ginger, and tenant sales
Location of the Subject Company1801 Aeros Way Montebello, CA 90640 (U.S.)
Capital Stock of the Subject CompanyUS$851 thousand
Date of Establishment of the Subject Company11 May 1983
Acquisition priceThe acquisition price has not been disclosed due to confidentiality obligations with the counterparty.
Number of shares acquired4,750 shares; 4,750 voting rights
Voting rights ownership percentageBefore 95.0% → after 100.0%
Impact on Business PerformanceThe impact of this transaction on consolidated results going forward is expected to be immaterial.
Date of board resolution13 April 2026
Execution Date / Effective Date16 April 2026
Valuation methodologyThe price was determined through discussions with the counterparty based on a valuation of the shares estimated following due diligence conducted by an external expert.
Items this document does not state (18)
Net Sales 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 periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateIndependent 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.

The purpose is to deepen group management and strengthen the earnings base of the Group as a whole. The Company expects to further realize group synergies, create new sales opportunities primarily in the U.S. market, provide added value to customers, expand transactions, and enhance corporate value over the medium to long term.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Making of a Consolidated Subsidiary into a Wholly Owned Subsidiary through Additional Share Acquisition | O'will Corporation (3143) timely disclosure | Komori