Decision and Details
オイシックス株式会社 and ORDフードサービスホールディングス株式会社 (execution of the absorption-type merger agreement. The waiver of オイシックス株式会社's loan receivables was approved at the meeting of its Board of Directors held on 23 July 2026.)An absorption-type merger in which オイシックス株式会社 will be the surviving company and ORDフードサービスホールディングス株式会社 will be the disappearing company.
Because this is a merger between a wholly owned parent company and its subsidiary, it will accelerate the integration of corporate cultures and problem-solving, with the aim of achieving business growth and improved profitability at an early stage.
The waiver of the loan receivables will not affect the financial position of the corporate group as a whole (the consolidated group) and will not impair the prospects of オイシックス株式会社 meeting its obligations. OFH is expected to emerge from its state of insolvency.
| Item | Details |
|---|---|
| Matter Covered | An absorption-type merger in which オイシックス株式会社 will be the surviving company and ORDフードサービスホールディングス株式会社 will be the disappearing company. |
| Decision-Making Body | オイシックス株式会社 and ORDフードサービスホールディングス株式会社 (execution of the absorption-type merger agreement. The waiver of オイシックス株式会社's loan receivables was approved at the meeting of its Board of Directors held on 23 July 2026.) |
| Decision Date | 23 July 2026 (date of execution of the absorption-type merger agreement) |
| Implementation Date | 1 September 2026 (scheduled effective date; subject to change by consultation and agreement) |
| Period Covered | On or after 1 September 2026 |
| Amount | Merger consideration: none; increase in オイシックス株式会社's capital and reserves: none; loan receivables scheduled to be waived: ¥19,060 million; year-end dividend: ¥416 million in total |
| Quantity / scale | A merger without consideration between a wholly owned parent company and its subsidiary. オイシックス株式会社 holds all of the issued shares of OFH, excluding treasury shares. |
| Impact on Business Performance | The waiver of the loan receivables will not affect the financial position of the corporate group as a whole (the consolidated group) and will not impair the prospects of オイシックス株式会社 meeting its obligations. OFH is expected to emerge from its state of insolvency. |
| Reason | Because this is a merger between a wholly owned parent company and its subsidiary, it will accelerate the integration of corporate cultures and problem-solving, with the aim of achieving business growth and improved profitability at an early stage. |
| Governing Rule | Article 794, paragraph 1; Article 782, paragraph 1; Article 796, paragraph 2; and Article 784, paragraph 1 of the Companies Act; and Article 191 and Article 182 of the Ordinance for Enforcement of the Companies Act |
| Future plans | The loan receivables are scheduled to be waived on 31 August 2026. The absorption-type merger is scheduled to become effective on 1 September 2026. Any changes to these matters will be disclosed immediately. |
Items this document does not state (1)
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.Because this is a merger between a wholly owned parent company and its subsidiary, it will not affect the financial position of the corporate group as a whole or impair the prospects of オイシックス株式会社 meeting its obligations. For OFH, the stated background is the aim of integrating corporate cultures, speeding up problem-solving, and achieving business growth and improved profitability at an early stage.