Worth reading
52Recurring
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Improvement
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Definitive
How definitive the wording is.This transaction
Acquisition of shares (making the company a subsidiary)CounterpartyINFINITYCAPITAL 株式会社
Disclosing companySaint Marc Holdings 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
Operation of the bakery café "トラスパレンテ" and other businesses
Location Meguro-ku, TokyoShare capital ¥9.9 millionDate of incorporation 16 February 2012
Net Sales¥794 million (fiscal year ended August 2025)
Operating profit¥4 million (fiscal year ended August 2025)
Net assets¥57 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition priceNot disclosed at the request of the counterparty.
Impact on Business Performance
The impact on the Company's consolidated results for the current fiscal year will be immaterial.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares (making the company a subsidiary) |
| Counterparty name | INFINITYCAPITAL 株式会社 |
| Name of the Subject Company | 株式会社トラスパレンテ |
| Business Description of the Subject Company | Operation of the bakery café "トラスパレンテ" and other businesses |
| Location of the Subject Company | Meguro-ku, Tokyo |
| Capital Stock of the Subject Company | ¥9.9 million |
| Date of Establishment of the Subject Company | 16 February 2012 |
| Net Sales of the Subject Company | ¥794 million (fiscal year ended August 2025) |
| Operating Profit of the Subject Company | ¥4 million (fiscal year ended August 2025) |
| Net Assets of the Subject Company | ¥57 million (fiscal year ended August 2025) |
| Acquisition price | Not disclosed at the request of the counterparty. |
| Number of shares acquired | 株式会社トラスパレンテ: 990 shares (number of voting rights: 990) |
| Voting rights ownership percentage | Before 0.00% → after 100.00% |
| Impact on Business Performance | The impact on the Company's consolidated results for the current fiscal year will be immaterial. |
| Date of board resolution | 17 June 2026 |
| Contract Date | 17 June 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
Items this document does not state (15)
Net Income of the Subject CompanyExpenses 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 acquisition will incorporate トラスパレンテ's high-quality bread-making expertise and brand strength to enhance the value of the Saint Marc Group's chains and brands, while leveraging the Group's store-opening expertise and management resources to accelerate the company's growth.
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