Worth reading
29Immaterial
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.
Execution Date / Effective DateEstablished in September 2026. The cash contribution was completed in October 2026. Procedures for the contribution in kind of shares of existing subsidiaries are planned and ongoing.
Target company
Planning, promotion and operation of businesses in the U.S., and management of operating companies
Location Delaware, U.S.Share capital US$7 million (approximately ¥1,117 million) (planned) *Partly through a contribution in kindDate of incorporation September 2026 (cash contribution completed in October 2026)
Consideration and expenses
Funding arrangementsCash contribution and partial contribution in kind. However, the source of funds is Not disclosed
Impact on Business Performance
The impact of this matter on the Company's consolidated results is immaterial, and no revision has been made to the earnings forecast.
Procedures and assumptions
Conditions Precedent to ExecutionProcedures for contributing the shares of the Company's wholly owned subsidiary TORIKIZOKU USA INC. to ETERNAL HOSPITALITY USA INC. in kind are still under way.
Management structure after acquisitionThe CEO/President is Seimiya Toshiyuki (清宮俊之), the Company's Director and COO. The Company plans to dispatch directors and executive officers.
| 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 | US$7 million (approximately ¥1,117 million) (planned) *Partly through a contribution in kind |
| Date of Establishment of the Subject Company | September 2026 (cash contribution completed in October 2026) |
| Voting rights ownership percentage | After 100％ (before not disclosed) |
| Funding arrangements | Cash contribution and partial contribution in kind. However, the source of funds is Not disclosed |
| Impact on Business Performance | The impact of this matter on the Company's consolidated results is immaterial, and no revision has been made to the earnings forecast. |
| Execution Date / Effective Date | Established in September 2026. The cash contribution was completed in October 2026. Procedures for the contribution in kind of shares of existing subsidiaries are planned and ongoing. |
| Conditions Precedent to Execution | Procedures for contributing the shares of the Company's wholly owned subsidiary TORIKIZOKU USA INC. to ETERNAL HOSPITALITY USA INC. in kind are still under way. |
| Management structure after acquisition | The CEO/President is Seimiya Toshiyuki (清宮俊之), the Company's Director and COO. The Company plans to dispatch directors and executive officers. |
Items this document does not state (20)
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 priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial Committee
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.It was established as a company to plan, promote and manage the Company's business in the United States, including the management of operating companies.
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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.