Komori
M&A and Subsidiary Changes3320CROSS PLUS INC.Trading & Wholesale

Notice Regarding the Acquisition of Shares in 株式会社シャルズ (Making It a Subsidiary)

CROSS PLUS INC. will acquire 8,670 common shares of 株式会社シャルズ, making it a wholly owned subsidiary with 100% of the voting rights. The share transfer is scheduled to be completed on 2 June 2026.

Worth reading
62In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
15
Less than 15% of net assets
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
Counterparty3 individual shareholders (names and addresses undisclosed)
Disclosing companyCROSS PLUS INC.
株式会社シャルズVoting rights ownership percentageNumber of shares acquired Common shares: 8,670 (voting rights: 8,670)

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

Apparel planning, manufacturing and sales

Location Nishi-ku, Osaka CityShare capital ¥80 millionDate of incorporation 3 April 1996
Net Sales¥1,162 million (fiscal year ended March 2026)
Operating profit¥100 million (fiscal year ended March 2026)
Net income for the current fiscal year¥45 million (fiscal year ended March 2026)
Net assets¥718 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceUndisclosed under a confidentiality agreement
Impact on Business Performance

The impact on results for the fiscal year ending January 2027 is currently expected to be immaterial. If it becomes clear that the transaction will have a material impact on results, the company will disclose the information promptly.

Procedures and assumptions
Valuation methodologyDetermined through discussions with the counterparty after conducting due diligence in each relevant area by external organizations
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty name3 individual shareholders (names and addresses undisclosed)
Name of the Subject Company株式会社シャルズ
Business Description of the Subject CompanyApparel planning, manufacturing and sales
Location of the Subject CompanyNishi-ku, Osaka City
Capital Stock of the Subject Company¥80 million
Date of Establishment of the Subject Company3 April 1996
Net Sales of the Subject Company¥1,162 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥100 million (fiscal year ended March 2026)
Net Income of the Subject Company¥45 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥718 million (fiscal year ended March 2026)
Acquisition priceUndisclosed under a confidentiality agreement
Number of shares acquiredCommon shares: 8,670 (voting rights: 8,670)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact on results for the fiscal year ending January 2027 is currently expected to be immaterial. If it becomes clear that the transaction will have a material impact on results, the company will disclose the information promptly.
Date of board resolution22 May 2026
Contract Date22 May 2026
Execution Date / Effective Date2 June 2026 (scheduled)
Valuation methodologyDetermined through discussions with the counterparty after conducting due diligence in each relevant area by external organizations
Items this document does not state (13)
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)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.

As a growth investment under its medium-term management plan, CROSS PLUS INC. intends to incorporate シャルズ's brand assets, direct-to-consumer customer touchpoints and IP content creation capabilities, and combine them with its own product planning, production and logistics functions to strengthen e-commerce sales, expand sales channels, accelerate overseas development and improve profitability by optimizing procurement and logistics costs.

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 株式会社シャルズ (Making It a Subsidiary) | CROSS PLUS INC. (3320) timely disclosure | Komori