Worth reading
58In 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
12800
¥ millionWording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)株式会社ケー・エキスプレス
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.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Operation of udon specialty restaurants, including “Mensho no Kokorozukushi TsuruTonTan” (14 directly operated stores in Japan and 2 overseas franchise stores), as well as noodle manufacturing and the sale of gift products
Location Tennoji-ku, Osaka, Osaka PrefectureShare capital ¥41.5 millionDate of incorporation 31 March 2011
Net Sales¥6,135 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition price¥12,800 million (planned)
Type of ConsiderationCash
Goodwill amountCurrently under review, including the allocation of the acquisition cost and the amount of goodwill
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on the Company’s consolidated results for the fiscal year ending March 2027 is currently under review
Procedures and assumptions
Valuation methodologyThe parties negotiated and discussed the price and agreed on a fair and reasonable amount
Conditions Precedent to ExecutionApproval at a general meeting of shareholders of the successor company (scheduled for late October 2026)
Management structure after acquisitionThe successor company will be named 株式会社つるとんたん (provisional), and its Representative Director and President will be Fujikawa Yuki (藤川祐樹). Its head office location, business activities and fiscal year-end will be as set out in “4. Overview of the Parties to This Absorption-Type Company Split,” and no changes are currently planned following the absorption-type company split. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社ケー・エキスプレス |
| Name of the Subject Company | 株式会社ケー・エキスプレス |
| Business Description of the Subject Company | Operation of udon specialty restaurants, including “Mensho no Kokorozukushi TsuruTonTan” (14 directly operated stores in Japan and 2 overseas franchise stores), as well as noodle manufacturing and the sale of gift products |
| Location of the Subject Company | Tennoji-ku, Osaka, Osaka Prefecture |
| Capital Stock of the Subject Company | ¥41.5 million |
| Date of Establishment of the Subject Company | 31 March 2011 |
| Net Sales of the Subject Company | ¥6,135 million (fiscal year ending March 2026) |
| Acquisition price | ¥12,800 million (planned) |
| Type of Consideration | Cash |
| Voting rights ownership percentage | After 100％ (before not disclosed) |
| Goodwill amount | Currently under review, including the allocation of the acquisition cost and the amount of goodwill |
| Impact on Business Performance | The impact on the Company’s consolidated results for the fiscal year ending March 2027 is currently under review |
| Date of board resolution | 17 September 2026 |
| Contract Date | 30 September 2026 (予定) |
| Execution Date / Effective Date | 1 December 2026 (planned) |
| Valuation methodology | The parties negotiated and discussed the price and agreed on a fair and reasonable amount |
| Conditions Precedent to Execution | Approval at a general meeting of shareholders of the successor company (scheduled for late October 2026) |
| Management structure after acquisition | The successor company will be named 株式会社つるとんたん (provisional), and its Representative Director and President will be Fujikawa Yuki (藤川祐樹). Its head office location, business activities and fiscal year-end will be as set out in “4. Overview of the Parties to This Absorption-Type Company Split,” and no changes are currently planned following the absorption-type company split. Employee treatment: not disclosed |
Items this document does not state (13)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsAmount 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.The transaction is intended to strengthen the Group’s specialty Japanese-format businesses by leveraging its chain development expertise and logistics network to expand the target businesses domestically, reduce procurement costs, and pursue overseas expansion, including in ASEAN.
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