Decision and Details
The SFPホールディングス Board of Directors and the agreement between the two companiesAn absorption-type merger in which SFPホールディングス will be the disappearing company and create restaurants holdings inc. will be the surviving company
Because, based on the valuation conducted by an independent third-party valuation institution, advice from legal counsel, due diligence, and the companies’ financial and asset positions and future outlook, the companies determined that the merger ratio was appropriate and would benefit shareholders. In addition, because the shares are listed and the companies can benefit from synergies arising from the merger, common shares were selected as the consideration.
| Item | Details |
|---|---|
| Matter Covered | An absorption-type merger in which SFPホールディングス will be the disappearing company and create restaurants holdings inc. will be the surviving company |
| Decision-Making Body | The SFPホールディングス Board of Directors and the agreement between the two companies |
| Decision Date | 14 April 2026 (date of the Board of Directors resolution and execution of the merger agreement) |
| Implementation Date | 1 July 2026 (scheduled effective date) |
| Quantity / scale | Merger ratio: 3.2 shares of create restaurants holdings inc. for each SFPホールディングス share; 29,976,438 common shares scheduled to be issued; 13,435,500 SFP shares held by create restaurants holdings inc. (58.92%) |
| Reason | Because, based on the valuation conducted by an independent third-party valuation institution, advice from legal counsel, due diligence, and the companies’ financial and asset positions and future outlook, the companies determined that the merger ratio was appropriate and would benefit shareholders. In addition, because the shares are listed and the companies can benefit from synergies arising from the merger, common shares were selected as the consideration. |
| Governing Rule | Article 782, Paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 749, Paragraph 1, Item 2(a) of the Companies Act; and Article 35 or Article 36 of the Ordinance on Company Accounting |
| Future plans | The merger is scheduled to take effect on 1 July 2026. The number of shares to be issued may be revised due to changes in the number of treasury shares at the record time and other factors. |
Items this document does not state (4)
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.Based on the valuation conducted by an independent third-party valuation institution, advice from legal counsel, due diligence, and the companies’ financial and asset positions and future outlook, the two companies determined that the merger ratio was appropriate and would benefit both companies’ shareholders. They also selected common shares of the surviving company as the merger consideration because the shares are listed and the companies can benefit from synergies arising from the merger.