Komori
M&A and Subsidiary Changes3167TOKAI Holdings CorporationTrading & Wholesale

Notice Regarding the Acquisition of Shares in シティ・ガス株式会社 and Its Addition as a Consolidated Subsidiary

TOKAI, a consolidated subsidiary of TOKAIホールディングス, has entered into an agreement to acquire all shares of シティ・ガス株式会社. As a result, シティ・ガス will become a consolidated subsidiary, expanding the LP gas business in Kanagawa Prefecture.

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Improvement
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This transaction

Acquisition of Shares in シティ・ガス株式会社 (Making It a Consolidated Subsidiary)
Disclosing companyTOKAI Holdings Corporation
シティ・ガス株式会社Subject of this transactionNumber of shares acquired All shares (number of shares: Not disclosed)Voting rights ownership percentage After Acquisition of all shares (percentage: Not disclosed) (before not disclosed)
Target company

Procurement and wholesale of LP gas

Location Yokohama, Kanagawa PrefectureShare capital ¥20 million (as of December 2025)Date of incorporation March 1989
Impact on Business Performance

The Company recognizes that the impact of this transaction on its consolidated results for the fiscal year ending March 2027 will be immaterial.

This transaction
ItemDetails
Transaction nameAcquisition of Shares in シティ・ガス株式会社 (Making It a Consolidated Subsidiary)
Name of the Subject Companyシティ・ガス株式会社
Business Description of the Subject CompanyProcurement and wholesale of LP gas
Location of the Subject CompanyYokohama, Kanagawa Prefecture
Capital Stock of the Subject Company¥20 million (as of December 2025)
Date of Establishment of the Subject CompanyMarch 1989
Number of shares acquiredAll shares (number of shares: Not disclosed)
Voting rights ownership percentageAfter Acquisition of all shares (percentage: Not disclosed) (before not disclosed)
Impact on Business PerformanceThe Company recognizes that the impact of this transaction on its consolidated results for the fiscal year ending March 2027 will be immaterial.
Items this document does not state (23)
Counterparty nameNet 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)Date of board resolutionContract DateExecution Date / Effective DateValuation methodologyIndependent 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 transaction is intended to expand the group's market position, customer base and LP gas supply area in Kanagawa Prefecture, and strengthen cost competitiveness through greater efficiency in procurement, logistics and safety management. The group aims to create synergies, including through the integration of the two groups' expertise, IT systems and human resources, the development of new services and the promotion of DX, and to expand earnings over the medium to long term.

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Notice Regarding the Acquisition of Shares in シティ・ガス株式会社 and Its Addition as a Consolidated Subsidiary | TOKAI Holdings Corporation (3167) timely disclosure | Komori