Worth reading
70In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
29976438
CRH common shares (予定)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This mergerCounterparty (target company)SFP Holdings Co.,Ltd.
Disclosing companySFP Holdings Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Restaurant operations
Location Setagaya-ku, TokyoShare capital Capital of target companyDate of incorporation Date of establishment of target company
Net SalesRevenue of target company
Operating profitOperating profit of target company
Net income for the current fiscal yearNet income of target company
Net assetsNet assets of target company
Consideration and expenses
Type of ConsiderationShares: 29,976,438 CRH common shares (予定)
Merger ratio/share exchange ratio1 SFP Holdings Co.,Ltd. share: 3.2 CRH shares (CRH as the surviving company in the absorption-type merger and SFP Holdings Co.,Ltd. as the absorbed company)
Impact on Business Performance
The impact of the merger on the consolidated results of CRH, the surviving company in the absorption-type merger, is expected to be immaterial.
Procedures and assumptions
Valuation methodologyValuation methods
Independent valuation institution株式会社プルータス・コンサルティング, Japan Blue M&A Advisory Co., Ltd.
Special CommitteeEstablished. The committee consists of 3 outside directors who are independent officers of SFP Holdings Co.,Ltd.: Chonan Nobuaki (長南伸明), certified public accountant; Takami Yukari (髙見由香里); and Kakita Tokuhiro (柿田徳宏), attorney-at-law.
Conditions Precedent to ExecutionApproval of the merger agreement at the ordinary general meeting of shareholders of SFP Holdings Co.,Ltd. scheduled for 21 May 2026. CRH qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act and plans to complete the merger without obtaining approval at a general meeting of shareholders.
Management structure after acquisitionThe corporate name will be create restaurants holdings inc., the representative director and president will be Kawai Jun (川井潤), and the business will be the operation of restaurants. At present, there are no plans to reduce the workforce of SFP Holdings Co.,Ltd. employees, make adverse changes to their employment terms or benefits, or solicit voluntary retirements.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | SFP Holdings Co.,Ltd. |
| Name of the Subject Company | SFP Holdings Co.,Ltd. |
| Business Description of the Subject Company | Restaurant operations |
| Location of the Subject Company | Setagaya-ku, Tokyo |
| Capital Stock of the Subject Company | Capital of target company |
| Date of Establishment of the Subject Company | Date of establishment of target company |
| Net Sales of the Subject Company | Revenue of target company |
| Operating Profit of the Subject Company | Operating profit of target company |
| Net Income of the Subject Company | Net income of target company |
| Net Assets of the Subject Company | Net assets of target company |
| Type of Consideration | Shares: 29,976,438 CRH common shares (予定) |
| Merger ratio/share exchange ratio | 1 SFP Holdings Co.,Ltd. share: 3.2 CRH shares (CRH as the surviving company in the absorption-type merger and SFP Holdings Co.,Ltd. as the absorbed company) |
| Voting rights ownership percentage | Before 58.92% (after not disclosed) |
| Impact on Business Performance | The impact of the merger on the consolidated results of CRH, the surviving company in the absorption-type merger, is expected to be immaterial. |
| Date of board resolution | 14 April 2026 |
| Contract Date | 14 April 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Valuation methodology | Valuation methods |
| Independent valuation institution | 株式会社プルータス・コンサルティング, Japan Blue M&A Advisory Co., Ltd. |
| Special Committee | Established. The committee consists of 3 outside directors who are independent officers of SFP Holdings Co.,Ltd.: Chonan Nobuaki (長南伸明), certified public accountant; Takami Yukari (髙見由香里); and Kakita Tokuhiro (柿田徳宏), attorney-at-law. |
| Conditions Precedent to Execution | Approval of the merger agreement at the ordinary general meeting of shareholders of SFP Holdings Co.,Ltd. scheduled for 21 May 2026. CRH qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act and plans to complete the merger without obtaining approval at a general meeting of shareholders. |
| Management structure after acquisition | The corporate name will be create restaurants holdings inc., the representative director and president will be Kawai Jun (川井潤), and the business will be the operation of restaurants. At present, there are no plans to reduce the workforce of SFP Holdings Co.,Ltd. employees, make adverse changes to their employment terms or benefits, or solicit voluntary retirements. |
Items this document does not state (9)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)
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.The merger will integrate the holding-company functions of the two companies, reduce overlapping head-office functions and listing maintenance costs, and enable more flexible management of funds within the group. It is also intended to rapidly realize synergies by consolidating human resources, information and know-how, including through new store openings, stronger brands and common sourcing, while eliminating conflicts of interest and governance burdens associated with a listed subsidiary.
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