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M&A and Subsidiary Changes3182Oisix Inc.Retail

Notice Regarding the Establishment of a New Subsidiary (Second-Tier Subsidiary) and Acquisition of a Japanese Cuisine Business

Oisix Inc., a consolidated subsidiary, will establish a sub-subsidiary in the United States, and the new company will acquire the Japanese food business, including the contract manufacturing business for in-flight meals, from FUN BENTO INC. The new company's corporate name, acquisition price and financial information for the business concerned have not been determined or are not disclosed due to confidentiality obligations.

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This transaction

Establishment of a New Company (Sub-subsidiary) and Acquisition of a Japanese Food Business
CounterpartyFUN BENTO INC.
Disclosing companyOisix Inc.
Voting rights ownership percentage

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.

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

Japanese food business, including contract manufacturing of in-flight meals

Location New York, United States (listed as BentOn's business base)
Net SalesNot disclosed due to confidentiality obligations (most recent fiscal year for the business acquired)
Net assetsNot disclosed due to confidentiality obligations (the counterparty's net assets and total assets)
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations with the counterparty
Impact on Business Performance

The impact of this acquisition on the Company's consolidated results is expected to be immaterial.

Procedures and assumptions
Valuation methodologyThe price will be determined through discussions based on reasonable grounds, following a multifaceted analysis and review of the target company's financial position and future earnings projections.
Management structure after acquisitionThe new company's corporate name has not been determined. The CEO will be Furukawa Tōru (古川徹). Company officers and employees are expected to be appointed as directors. Employee treatment is Not disclosed.
This transaction
ItemDetails
Transaction nameEstablishment of a New Company (Sub-subsidiary) and Acquisition of a Japanese Food Business
Counterparty nameFUN BENTO INC.
Business Description of the Subject CompanyJapanese food business, including contract manufacturing of in-flight meals
Location of the Subject CompanyNew York, United States (listed as BentOn's business base)
Net Sales of the Subject CompanyNot disclosed due to confidentiality obligations (most recent fiscal year for the business acquired)
Net Assets of the Subject CompanyNot disclosed due to confidentiality obligations (the counterparty's net assets and total assets)
Acquisition priceNot disclosed due to confidentiality obligations with the counterparty
Voting rights ownership percentageAfter 100% (Oisix Inc.'s ownership interest in the newly established company) (before not disclosed)
Impact on Business PerformanceThe impact of this acquisition on the Company's consolidated results is expected to be immaterial.
Date of board resolution14 April 2026 (Oisix Inc.)
Contract DateMay 2026 (予定)
Execution Date / Effective DateJune 2026 (scheduled)
Valuation methodologyThe price will be determined through discussions based on reasonable grounds, following a multifaceted analysis and review of the target company's financial position and future earnings projections.
Management structure after acquisitionThe new company's corporate name has not been determined. The CEO will be Furukawa Tōru (古川徹). Company officers and employees are expected to be appointed as directors. Employee treatment is Not disclosed.
Items this document does not state (18)
Name of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment 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 periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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 will establish a business foundation to enter the U.S. B2B Japanese food market by combining BentOn's Japanese food manufacturing expertise with the Company's product development capabilities. It aims to build an integrated platform for providing Japanese food, covering everything from manufacturing through supply, as well as a stable earnings base in the United States.

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Notice Regarding the Establishment of a New Subsidiary (Second-Tier Subsidiary) and Acquisition of a Japanese Cuisine Business | Oisix Inc. (3182) timely disclosure | Komori