Worth reading
36Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
7
USD millionWording
Conditional
How definitive the wording is.This transaction
Establishment of a U.S. intermediate holding company (specified subsidiary)Disclosing companyEternal Hospitality Group Co.,Ltd.
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.
Target company
Planning, promotion and operation of businesses in the U.S., and management of operating companies
Location Delaware, U.S.Share capital USD 7 million (approximately ¥1,117 million) (planned), partly through an in-kind contributionDate of incorporation 31 July 2026 (planned)
Consideration and expenses
Type of ConsiderationMixed (including an in-kind contribution of part of the TK-US shares held by the Company; cash portion: Not disclosed)
Impact on Business Performance
The impact of this transaction on the Company's consolidated results will be immaterial
Procedures and assumptions
Management structure after acquisitionCEO/President Kiyomiya Toshiyuki (清宮 俊之), Director and COO of the Company. The Company plans to dispatch directors and executive officers. TK-US and TF-US will be consolidated under EH-US.
| Item | Details |
|---|---|
| Transaction name | Establishment of a U.S. intermediate holding company (specified subsidiary) |
| Name of the Subject Company | ETERNAL HOSPITALITY USA INC. |
| Business Description of the Subject Company | Planning, promotion and operation of businesses in the U.S., and management of operating companies |
| Location of the Subject Company | Delaware, U.S. |
| Capital Stock of the Subject Company | USD 7 million (approximately ¥1,117 million) (planned), partly through an in-kind contribution |
| Date of Establishment of the Subject Company | 31 July 2026 (planned) |
| Type of Consideration | Mixed (including an in-kind contribution of part of the TK-US shares held by the Company; cash portion: Not disclosed) |
| Number of shares acquired | The TK-US shares held by the Company will be contributed in kind (number of shares and voting rights: Not disclosed) |
| Voting rights ownership percentage | After 100％ (before not disclosed) |
| Impact on Business Performance | The impact of this transaction on the Company's consolidated results will be immaterial |
| Date of board resolution | 5 June 2026 |
| Execution Date / Effective Date | 31 July 2026 (planned) |
| Management structure after acquisition | CEO/President Kiyomiya Toshiyuki (清宮 俊之), Director and COO of the Company. The Company plans to dispatch directors and executive officers. TK-US and TF-US will be consolidated under EH-US. |
Items this document does not state (19)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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 pursue multi-unit expansion in the U.S. market, including the development of fast-food business formats and potential future franchise operations, the Company will consolidate its company-operated restaurant business and franchise management companies under the intermediate holding company.
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.