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M&A and Subsidiary Changes3306THE SEIMA HOLDINGS CO.,LTD.Trading & Wholesale

Notice Regarding the Acquisition of Shares in Food Operation Japan Co., Ltd. (Making It a Subsidiary)

日本製麻 will acquire 305 shares of 株式会社Food Operation Japan from 株式会社VF, increasing its voting rights ownership ratio from 49.2% to 100.0% and making the company a wholly owned subsidiary. The share transfer is scheduled to be completed on 31 August 2026, and the company will pursue the domestic expansion and overseas development of its ramen business.

Worth reading
52Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
305
Shares (representing 50.8% of voting rights)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
Counterparty株式会社VF
Disclosing companyTHE SEIMA HOLDINGS CO.,LTD.
株式会社Food Operation JapanVoting rights ownership percentageNumber of shares acquired 305 shares (305 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

Operation of restaurants, provision of expertise relating to store operations, and other food-service-related businesses

Location Chiyoda-ku, TokyoShare capital ¥30 millionDate of incorporation 18 October 2021
Net Sales¥390 million (fiscal year ended March 2026)
Operating profit¥85 million operating loss (fiscal year ended March 2026)
Net assets¥20 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot disclosed
Expenses other than the acquisition priceDue diligence fees and other expenses: ¥7.8 million (estimated)
Impact on Business Performance

The impact on results for the fiscal year ending March 2027 is currently under review. If any matters requiring disclosure arise, they will be disclosed promptly.

Procedures and assumptions
Valuation methodologyDue diligence and share valuation conducted by an independent third party, among other methods
This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty name株式会社VF
Name of the Subject Company株式会社Food Operation Japan
Business Description of the Subject CompanyOperation of restaurants, provision of expertise relating to store operations, and other food-service-related businesses
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject Company18 October 2021
Net Sales of the Subject Company¥390 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥85 million operating loss (fiscal year ended March 2026)
Net Assets of the Subject Company¥20 million (fiscal year ended March 2026)
Acquisition priceNot disclosed
Expenses other than the acquisition priceDue diligence fees and other expenses: ¥7.8 million (estimated)
Number of shares acquired305 shares (305 voting rights)
Voting rights ownership percentageBefore 49.2% → after 100.0%
Impact on Business PerformanceThe impact on results for the fiscal year ending March 2027 is currently under review. If any matters requiring disclosure arise, they will be disclosed promptly.
Date of board resolution6 August 2026
Contract Date6 August 2026
Execution Date / Effective DateShare transfer completion date: 31 August 2026 (scheduled)
Valuation methodologyDue diligence and share valuation conducted by an independent third party, among other methods
Items this document does not state (13)
Net Income of the Subject CompanyType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent 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 expand its business operations and corporate value by combining 日本製麻's food manufacturing, product development and supply capabilities with FOJ's expertise in restaurant operations and brand strength; expanding the ramen business centered on the Ginza Hachigo brand in Japan and overseas; developing new brands, products and services, including pasta; and expanding sales channels.

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 in Food Operation Japan Co., Ltd. (Making It a Subsidiary) | THE SEIMA HOLDINGS CO.,LTD. (3306) timely disclosure | Komori