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M&A and Subsidiary Changes3182Oisix Inc.Retail

Notice Regarding an Intra-Group Reorganization (Absorption Merger Between Consolidated Subsidiaries and Change of Corporate Name)

The Company will absorb and merge its wholly owned subsidiaries シダックスコントラクトフードサービス and シダックスフードサービス, with the former as the surviving company. On the effective date, the surviving company is scheduled to change its corporate name to 株式会社シダックスフードサービス and relocate its head office to Shinagawa-ku, Tokyo.

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This transaction

Name of transaction
Counterpartyシダックスコントラクトフードサービス株式会社, シダックスフードサービス株式会社
Disclosing companyOisix Inc.
シダックスフードサービス株式会社Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Food service business and related activities

Location Chofu, TokyoShare capital ¥100 millionDate of incorporation 1 June 2018
Net assets¥162 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no cash or other assets will be delivered)
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other assets will be delivered)
Merger ratio/share exchange ratioNot applicable. シダックスコントラクトフードサービス株式会社 will be the surviving company, and シダックスフードサービス株式会社 will be dissolved.
Funding arrangementsNot applicable (no new shares will be issued and no cash or other assets will be delivered)
Impact on Business Performance

The impact on the Company's consolidated results will be minor.

Procedures and assumptions
Management structure after acquisitionThe surviving company is scheduled to change its corporate name to 株式会社シダックスフードサービス and relocate its head office to 1-11-2 Osaki, Shinagawa-ku, Tokyo. The representative director and president will be Tsutsumi Yusuke (堤祐輔). Employee treatment: not disclosed.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameシダックスコントラクトフードサービス株式会社, シダックスフードサービス株式会社
Name of the Subject Companyシダックスフードサービス株式会社
Business Description of the Subject CompanyFood service business and related activities
Location of the Subject CompanyChofu, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company1 June 2018
Net Assets of the Subject Company¥162 million (fiscal year ended March 2025)
Acquisition priceNot applicable (no new shares will be issued and no cash or other assets will be delivered)
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other assets will be delivered)
Merger ratio/share exchange ratioNot applicable. シダックスコントラクトフードサービス株式会社 will be the surviving company, and シダックスフードサービス株式会社 will be dissolved.
Voting rights ownership percentageBefore 100% (after not disclosed)
Funding arrangementsNot applicable (no new shares will be issued and no cash or other assets will be delivered)
Impact on Business PerformanceThe impact on the Company's consolidated results will be minor.
Date of board resolution27 March 2026
Contract Date27 March 2026
Execution Date / Effective Date1 July 2026 (scheduled)
Management structure after acquisitionThe surviving company is scheduled to change its corporate name to 株式会社シダックスフードサービス and relocate its head office to 1-11-2 Osaki, Shinagawa-ku, Tokyo. The representative director and president will be Tsutsumi Yusuke (堤祐輔). Employee treatment: not disclosed.
Items this document does not state (14)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Valuation 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 purpose is to integrate the 2 main companies responsible for the B2B subscription business (food service business), thereby accelerating decision-making through the consolidation of the operating structure, optimizing the allocation of management resources, stabilizing the earnings base by expanding the business scale, and optimizing taxation through the aggregation of taxable income and other measures.

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Notice Regarding an Intra-Group Reorganization (Absorption Merger Between Consolidated Subsidiaries and Change of Corporate Name) | Oisix Inc. (3182) timely disclosure | Komori