Komori
M&A and Subsidiary Changes3196HOTLAND HOLDINGS Co.,Ltd.Retail

Notice Regarding the Acquisition of Shares (Making the Company a Subsidiary)

ホットランドホールディングス will acquire all shares of 株式会社アメニティ, which operates 3 Okinawan cuisine izakaya restaurants and catering and school meal businesses in Naha, Okinawa, making it a subsidiary. The share transfer is scheduled to be completed on 31 August 2026.

Worth reading
64In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
15
As a percentage of consolidated net assets (less than %)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyUndisclosed pursuant to a confidentiality agreement
Disclosing companyHOTLAND HOLDINGS Co.,Ltd.
株式会社アメニティVoting rights ownership percentageNumber of shares acquired 780 common shares and 320 Class A shares (780 voting rights)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Restaurant operations and catering and school meal businesses

Location Naha, Okinawa PrefectureShare capital ¥49 millionDate of incorporation June 1993
Net Sales¥959 million (fiscal year ended May 2026)
Operating profit¥83 million (fiscal year ended May 2026)
Net income for the current fiscal year¥85 million (fiscal year ended May 2026)
Net assetsNegative ¥18 million (fiscal year ended May 2026)
Consideration and expenses
Acquisition priceUndisclosed under the confidentiality agreement with the counterparty to the share acquisition
Impact on Business Performance

The impact of this transaction on consolidated results for the current fiscal year ending December 2026 is currently under review.

This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameUndisclosed pursuant to a confidentiality agreement
Name of the Subject Company株式会社アメニティ
Business Description of the Subject CompanyRestaurant operations and catering and school meal businesses
Location of the Subject CompanyNaha, Okinawa Prefecture
Capital Stock of the Subject Company¥49 million
Date of Establishment of the Subject CompanyJune 1993
Net Sales of the Subject Company¥959 million (fiscal year ended May 2026)
Operating Profit of the Subject Company¥83 million (fiscal year ended May 2026)
Net Income of the Subject Company¥85 million (fiscal year ended May 2026)
Net Assets of the Subject CompanyNegative ¥18 million (fiscal year ended May 2026)
Acquisition priceUndisclosed under the confidentiality agreement with the counterparty to the share acquisition
Number of shares acquired780 common shares and 320 Class A shares (780 voting rights)
Voting rights ownership percentageBefore 0.00% → after 100.00%
Impact on Business PerformanceThe impact of this transaction on consolidated results for the current fiscal year ending December 2026 is currently under review.
Date of board resolution19 August 2026
Contract Date19 August 2026
Execution Date / Effective Date31 August 2026 (scheduled)
Items this document does not state (14)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 strengthen and further expand the Group's business base in Okinawa by combining the know-how and management resources developed through its tavern and manufacturing-and-sales businesses with アメニティ's business foundation.

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.
Notice Regarding the Acquisition of Shares (Making the Company a Subsidiary) | HOTLAND HOLDINGS Co.,Ltd. (3196) timely disclosure | Komori