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M&A and Subsidiary Changes3182Oisix Inc.Retail

Notice Regarding Group Reorganization (Making a Subsidiary an Indirect Subsidiary)

The ownership of all 5,000 shares of CRAZY KITCHEN directly held by the Company will change from the Company to ボンディッシュ株式会社, and CRAZY KITCHEN will change from a consolidated subsidiary of the Company to a consolidated indirect subsidiary. The scope of consolidation for the Group as a whole will not change.

Worth reading
38Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
5000
Shares
Wording
Conditional
How definitive the wording is.

This transaction

This organizational restructuring
Counterpartyボンディッシュ株式会社 (transferee)
Disclosing companyOisix Inc.
株式会社 CRAZY KITCHENVoting rights ownership percentageNumber of shares acquired 5,000 shares (number of shares transferred to ボンディッシュ株式会社; no description as the number of shares acquired); number of voting rights: Not disclosed

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.White points represent dates designated as scheduled dates in the document.
Target company

Catering services and related businesses

Location Shinagawa Ward, TokyoShare capital ¥5 millionDate of incorporation 16 November 2015
Net assetsFiscal year ended March 2025: ¥4 million
Consideration and expenses
Acquisition priceNot disclosed from the perspective of future business development and sales strategy in the BtoB subscription business
Impact on Business Performance

The impact on our consolidated results will be immaterial

Procedures and assumptions
Management structure after acquisitionCRAZY KITCHEN will become a wholly owned subsidiary of ボンディッシュ株式会社 (the Company's indirect subsidiary). Information on the company name, representative and treatment of employees is Not disclosed
This transaction
ItemDetails
Transaction nameThis organizational restructuring
Counterparty nameボンディッシュ株式会社 (transferee)
Name of the Subject Company株式会社 CRAZY KITCHEN
Business Description of the Subject CompanyCatering services and related businesses
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥5 million
Date of Establishment of the Subject Company16 November 2015
Net Assets of the Subject CompanyFiscal year ended March 2025: ¥4 million
Acquisition priceNot disclosed from the perspective of future business development and sales strategy in the BtoB subscription business
Number of shares acquired5,000 shares (number of shares transferred to ボンディッシュ株式会社; no description as the number of shares acquired); number of voting rights: Not disclosed
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceThe impact on our consolidated results will be immaterial
Date of board resolution26 March 2026
Contract Date31 March 2026
Execution Date / Effective Date1 April 2026 (予定)
Management structure after acquisitionCRAZY KITCHEN will become a wholly owned subsidiary of ボンディッシュ株式会社 (the Company's indirect subsidiary). Information on the company name, representative and treatment of employees is Not disclosed
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income 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)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.

To expand the business by combining CRAZY KITCHEN's brand experience and expertise in high-value-added presentation with ボンディッシュ's corporate catering business. In addition, to reduce administrative costs by consolidating the operating structure and integrating back-office functions.

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 Group Reorganization (Making a Subsidiary an Indirect Subsidiary) | Oisix Inc. (3182) timely disclosure | Komori