Decision and Details
Board of Directors meeting of SFP Holdings Co.,Ltd. held on 14 April 2026 (as stated in the prior disclosure document)Post-merger disclosure concerning the absorption-type merger in which SFP Holdings Co.,Ltd. is the absorbed company and create restaurants holdings inc. is the surviving company
Post-merger disclosure pursuant to Article 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act. Shares of the surviving company were selected as the merger consideration because those shares are traded on the Tokyo Stock Exchange and the company would be able to benefit from synergies resulting from the merger.
| Item | Details |
|---|---|
| Matter Covered | Post-merger disclosure concerning the absorption-type merger in which SFP Holdings Co.,Ltd. is the absorbed company and create restaurants holdings inc. is the surviving company |
| Decision-Making Body | Board of Directors meeting of SFP Holdings Co.,Ltd. held on 14 April 2026 (as stated in the prior disclosure document) |
| Decision Date | 14 April 2026 (the date the merger agreement was also executed) |
| Implementation Date | 1 July 2026 (effective date; actual) |
| Period Covered | On and after 1 July 2026 (after the merger) |
| Quantity / scale | 29,976,438 common shares of create restaurants holdings inc. to be delivered as merger consideration (scheduled); the merger ratio is 3.2 shares for each 1 share of SFP Holdings Co.,Ltd. |
| Reason | Post-merger disclosure pursuant to Article 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act. Shares of the surviving company were selected as the merger consideration because those shares are traded on the Tokyo Stock Exchange and the company would be able to benefit from synergies resulting from the merger. |
| Governing Rule | Article 801, Paragraph 1 of the Companies Act, Article 200 of the Ordinance for Enforcement of the Companies Act, Article 921 of the Companies Act, and other provisions cited in the main text, including Articles 784-2, 785, 787, 789, 796-2, 797 and 799 of the Companies Act |
| Related previous disclosures | Absorption-type merger agreement dated 14 April 2026; prior disclosure document concerning the absorption-type merger dated 7 May 2026 |
| Future plans | Applications for registration of changes by the company and SFP Holdings Co.,Ltd. are scheduled to be filed within 2 weeks from the effective date of the merger, 1 July 2026 |
Items this document does not state (2)
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 disclose the post-merger procedures and the rights and obligations assumed in accordance with the Companies Act. The company explained that it selected shares of the surviving company as the merger consideration because those shares are traded on the Tokyo Stock Exchange and would enable the company to benefit from synergies resulting from the merger.