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M&A and Subsidiary Changes3387create restaurants holdings inc.Retail

Notice Regarding the Acquisition of Shares in 株式会社イノセンス by Our Subsidiary

The consolidated subsidiary クリエイト・ヌードルズ has decided to acquire all shares in 株式会社イノセンス, which operates ramen restaurants in Tokyo, and make it a consolidated subsidiary. The acquisition is scheduled to take place on 1 September 2026.

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This transaction

This transaction (acquisition of all shares in 株式会社イノセンス)
CounterpartyMizuhara Hiromitsu (水原 裕満)
Disclosing companycreate restaurants holdings inc.
株式会社イノセンスVoting rights ownership percentageNumber of shares acquired 110 shares (number of voting rights: 110)

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, including 「らぁめん小池」

Location Setagaya-ku, TokyoShare capital ¥4 millionDate of incorporation 21 December 2015
Net Sales¥561 million (fiscal year ended September 2025)
Operating profit¥40 million (fiscal year ended September 2025)
Impact on Business Performance

The impact on consolidated results for the current fiscal year (fiscal year ending February 2027) will be immaterial.

This transaction
ItemDetails
Transaction nameThis transaction (acquisition of all shares in 株式会社イノセンス)
Counterparty nameMizuhara Hiromitsu (水原 裕満)
Name of the Subject Company株式会社イノセンス
Business Description of the Subject CompanyOperation of restaurants, including 「らぁめん小池」
Location of the Subject CompanySetagaya-ku, Tokyo
Capital Stock of the Subject Company¥4 million
Date of Establishment of the Subject Company21 December 2015
Net Sales of the Subject Company¥561 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥40 million (fiscal year ended September 2025)
Number of shares acquired110 shares (number of voting rights: 110)
Voting rights ownership percentageBefore 0.00% → after 100.00%
Impact on Business PerformanceThe impact on consolidated results for the current fiscal year (fiscal year ending February 2027) will be immaterial.
Date of board resolution14 July 2026
Contract Date14 July 2026
Execution Date / Effective Date1 September 2026 (scheduled)
Items this document does not state (17)
Net Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses 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)Valuation methodologyIndependent 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.

The group aims to strengthen its ramen business brand portfolio by adding ramen restaurants operated by 株式会社イノセンス, which have strong products and brand recognition. It also plans to use the group’s store development information and procurement and logistics networks to strengthen its multi-brand, multi-location strategy and enhance corporate value.

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Notice Regarding the Acquisition of Shares in 株式会社イノセンス by Our Subsidiary | create restaurants holdings inc. (3387) timely disclosure | Komori