Decision and Details
The Board of Directors of オイシックス株式会社 (which resolved to waive the loan receivables on 23 July 2026). The merger agreement was executed by オイシックス株式会社 and OFHAn 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 was a merger between a wholly owned parent and its subsidiary. The purpose was to accelerate the integration of the corporate cultures and the resolution of issues, and to achieve business growth and improved profitability at an early stage
The disclosure states that the transaction would not affect the financial position of the corporate group as a whole (the consolidated group) and would not impede オイシックス株式会社’s ability to perform its obligations. OFH’s negative net worth is expected to be eliminated
| 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 | The Board of Directors of オイシックス株式会社 (which resolved to waive the loan receivables on 23 July 2026). The merger agreement was executed by オイシックス株式会社 and OFH |
| Decision Date | 23 July 2026 (date of execution of the absorption-type merger agreement) |
| Implementation Date | 1 September 2026 (effective date; completed). Registration of the change was scheduled for 1 September 2026 |
| Period Covered | On or after 1 September 2026 |
| Amount | ¥19,060 million in loan receivables against OFH (waived as of 31 August 2026) |
| 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 disclosure states that the transaction would not affect the financial position of the corporate group as a whole (the consolidated group) and would not impede オイシックス株式会社’s ability to perform its obligations. OFH’s negative net worth is expected to be eliminated |
| Reason | Because this was a merger between a wholly owned parent and its subsidiary. The purpose was to accelerate the integration of the corporate cultures and the resolution of issues, and to achieve business growth and improved profitability at an early stage |
| Governing Rule | Article 801, Paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 784, Paragraph 1; Article 796, Paragraph 2; Article 789; Article 799; and Article 921 of the Companies Act |
| Related previous disclosures | “Prior Disclosure Document Concerning the Absorption-Type Merger,” dated 28 July 2026 |
| Future plans | Registration of the change under Article 921 of the Companies Act was scheduled for 1 September 2026 |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.This was a merger without consideration between a wholly owned parent and its subsidiary, under which the parent assumed the subsidiary’s business, rights and obligations. The prior disclosure explained that waiving the loan receivables would eliminate OFH’s negative net worth and accelerate the integration of the corporate cultures and the resolution of issues.