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M&A and Subsidiary Changes3387create restaurants holdings inc.Retail

Notice Regarding the Execution of a Merger Agreement between create restaurants holdings inc. and SFP Holdings Co.,Ltd.

create restaurants holdings inc. has entered into an agreement to absorb SFP Holdings Co.,Ltd., its subsidiary in which it holds 58.92% of the voting rights. SFP Holdings Co.,Ltd. will be delisted, and its shareholders will receive common shares of create restaurants holdings inc.

Worth reading
70In focus
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
29976438
CRH common shares (number of shares to be issued)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This merger
Counterparty株式会社クリエイト・レストランツ・ホールディングス
Disclosing companycreate restaurants holdings inc.
SFP Holdings Co.,Ltd.Subject of this transactionVoting rights ownership percentage Before 58.92% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Restaurant operations

Location Setagaya-ku, TokyoShare capital Capital of target companyDate of incorporation Date of establishment of target company
Net SalesRevenue of target company
Operating profitOperating profit of target company
Net income for the current fiscal yearNet income of target company
Net assetsNet assets of target company
Consideration and expenses
Type of ConsiderationType of consideration
Merger ratio/share exchange ratioMerger ratio/share exchange ratio
Impact on Business Performance

Impact on financial results

Procedures and assumptions
Valuation methodologyValuation methods
Independent valuation institutionIndependent valuation advisers
Special CommitteeSpecial committee
Conditions Precedent to ExecutionConditions precedent to implementation
Management structure after acquisitionPost-acquisition management structure
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社クリエイト・レストランツ・ホールディングス
Name of the Subject CompanySFP Holdings Co.,Ltd.
Business Description of the Subject CompanyRestaurant operations
Location of the Subject CompanySetagaya-ku, Tokyo
Capital Stock of the Subject CompanyCapital of target company
Date of Establishment of the Subject CompanyDate of establishment of target company
Net Sales of the Subject CompanyRevenue of target company
Operating Profit of the Subject CompanyOperating profit of target company
Net Income of the Subject CompanyNet income of target company
Net Assets of the Subject CompanyNet assets of target company
Type of ConsiderationType of consideration
Merger ratio/share exchange ratioMerger ratio/share exchange ratio
Voting rights ownership percentageBefore 58.92% (after not disclosed)
Impact on Business PerformanceImpact on financial results
Date of board resolution14 April 2026
Contract Date14 April 2026
Execution Date / Effective Date1 July 2026 (scheduled)
Valuation methodologyValuation methods
Independent valuation institutionIndependent valuation advisers
Special CommitteeSpecial committee
Conditions Precedent to ExecutionConditions precedent to implementation
Management structure after acquisitionPost-acquisition management structure
Items this document does not state (9)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)

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 overlapping holding company functions of the two companies, reduce head-office functions and listing-related costs, and use funds, personnel, information and know-how efficiently within the group. Through this integration, the companies aim to achieve synergies at an early stage in areas including strengthening existing brands, opening new locations, standardising procurement, digital marketing and the utilisation of human resources, thereby enabling faster decision-making and growth.

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 Execution of a Merger Agreement between create restaurants holdings inc. and SFP Holdings Co.,Ltd. | create restaurants holdings inc. (3387) timely disclosure | Komori