Worth reading
59In 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
139
¥ million (total estimated acquisition price and related costs)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of shares (making the company a consolidated subsidiary)Counterparty6 individuals (names undisclosed)
Disclosing companyFUJITA CORPORATION Co.,Ltd.
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
Dairy farming (raw milk production, cultivation of feed crops, raising dairy cattle, etc.)
Location Bifuka, Nakagawa District, HokkaidoShare capital ¥1,000,000Date of incorporation 1 April 2010
Net Sales¥263.090 million (fiscal year ended March 2026)
Operating profit¥11.671 million operating loss (fiscal year ended March 2026)
Net income for the current fiscal year¥16.379 million net income (fiscal year ended March 2026)
Net assets¥169.866 million net assets (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceShares in the target company: ¥113 million
Expenses other than the acquisition priceAdvisory fees and other costs (estimated): ¥26 million
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyThe parties will discuss the matter after obtaining a share valuation report from an independent valuation firm and taking the valuation results and other factors into consideration.
Conditions Precedent to ExecutionMaintenance of the requirements for a farmland-owning qualified corporation under the Farmland Act; resolutions at the target company's extraordinary general meeting of shareholders approving amendments to the articles of incorporation and the conversion of shares; board resolutions; and prior consent for important matters under the shareholders' agreement, among other conditions.
Management structure after acquisitionHiroshi Ichikawa (市川博) is scheduled to remain involved in management as a director. Directors appointed by フジタコーポレーション are expected to constitute a majority of the target company's board of directors, with a structure under which フジタコーポレーション will provide prior consent for matters including business plans and budgets, material borrowings and disposals of property, and the appointment of the representative director and other officers.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares (making the company a consolidated subsidiary) |
| Counterparty name | 6 individuals (names undisclosed) |
| Name of the Subject Company | 株式会社市川牧場 |
| Business Description of the Subject Company | Dairy farming (raw milk production, cultivation of feed crops, raising dairy cattle, etc.) |
| Location of the Subject Company | Bifuka, Nakagawa District, Hokkaido |
| Capital Stock of the Subject Company | ¥1,000,000 |
| Date of Establishment of the Subject Company | 1 April 2010 |
| Net Sales of the Subject Company | ¥263.090 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥11.671 million operating loss (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥16.379 million net income (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥169.866 million net assets (fiscal year ended March 2026) |
| Acquisition price | Shares in the target company: ¥113 million |
| Expenses other than the acquisition price | Advisory fees and other costs (estimated): ¥26 million |
| Number of shares acquired | 994 shares (4 voting rights). After initially acquiring 1,000 common shares, the company plans to change their class and subsequently transfer 6 common shares to the prospective director who will work full-time for the target company. |
| Voting rights ownership percentage | Before 0.0% → after 40.0% |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial. |
| Date of board resolution | 16 September 2026 |
| Contract Date | 30 September 2026 (scheduled) |
| Execution Date / Effective Date | Share transfer closing date: 30 September 2026 (scheduled). The target company's extraordinary general meeting of shareholders and the transfer of common shares to the target company's directors are also scheduled for the same day. |
| Valuation methodology | The parties will discuss the matter after obtaining a share valuation report from an independent valuation firm and taking the valuation results and other factors into consideration. |
| Conditions Precedent to Execution | Maintenance of the requirements for a farmland-owning qualified corporation under the Farmland Act; resolutions at the target company's extraordinary general meeting of shareholders approving amendments to the articles of incorporation and the conversion of shares; board resolutions; and prior consent for important matters under the shareholders' agreement, among other conditions. |
| Management structure after acquisition | Hiroshi Ichikawa (市川博) is scheduled to remain involved in management as a director. Directors appointed by フジタコーポレーション are expected to constitute a majority of the target company's board of directors, with a structure under which フジタコーポレーション will provide prior consent for matters including business plans and budgets, material borrowings and disposals of property, and the appointment of the representative director and other officers. |
Items this document does not state (10)
Type 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 Committee
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 Hokkaido-based company, フジタコーポレーション aims to strengthen its agribusiness and food supply chain by incorporating the target company's dairy farming base and raw milk production capacity. The transaction is also intended to address the shortage of successors in Japan's agricultural and dairy farming industries and establish a sustainable dairy farming model.
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