Worth reading
34Immaterial
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
—
Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社海洋深層水かきセンター, 株式会社日本かきセンター
Disclosing companyGeneral Oyster,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Purification and logistics business, Wholesale Business
Location Shibuya, Tokyo, Shibuya, TokyoShare capital ¥10 million, ¥10 millionDate of incorporation 5 September 2007, 1 December 2015
Consideration and expenses
Acquisition priceNo new shares will be issued and no cash or other consideration will be allocated in connection with this merger.
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be allocated in connection with this merger)
Merger ratio/share exchange ratioNot applicable (no new shares will be issued and no cash or other consideration will be allocated). The surviving company will be 株式会社海洋深層水かきセンター, and the disappearing company will be 株式会社日本かきセンター.
Impact on Business Performance
Because this is a merger between wholly owned subsidiaries of the company, the impact on the company's consolidated results will be minor.
Procedures and assumptions
Management structure after acquisitionThere will be no changes to the surviving company's name, head office location, representative, business activities, capital or fiscal year-end as a result of this merger. The treatment of employees is not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社海洋深層水かきセンター, 株式会社日本かきセンター |
| Name of the Subject Company | 株式会社海洋深層水かきセンター, 株式会社日本かきセンター |
| Business Description of the Subject Company | Purification and logistics business, Wholesale Business |
| Location of the Subject Company | Shibuya, Tokyo, Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥10 million, ¥10 million |
| Date of Establishment of the Subject Company | 5 September 2007, 1 December 2015 |
| Acquisition price | No new shares will be issued and no cash or other consideration will be allocated in connection with this merger. |
| Type of Consideration | No consideration (no new shares will be issued and no cash or other consideration will be allocated in connection with this merger) |
| Merger ratio/share exchange ratio | Not applicable (no new shares will be issued and no cash or other consideration will be allocated). The surviving company will be 株式会社海洋深層水かきセンター, and the disappearing company will be 株式会社日本かきセンター. |
| Voting rights ownership percentage | Before 100% (both companies) (after not disclosed) |
| Impact on Business Performance | Because this is a merger between wholly owned subsidiaries of the company, the impact on the company's consolidated results will be minor. |
| Date of board resolution | 22 May 2026 |
| Contract Date | 22 May 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Management structure after acquisition | There will be no changes to the surviving company's name, head office location, representative, business activities, capital or fiscal year-end as a result of this merger. The treatment of employees is not disclosed. |
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.The purpose is to integrate the oyster purification and wholesale businesses and unify the supply chain, thereby eliminating inefficiencies in quality control, logistics and inventory management. The company expects to strengthen its quality control framework, reduce duplicate logistics and disposal losses, optimize the allocation of management resources, and improve its earnings structure.
How to read this page
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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.