Komori
M&A and Subsidiary Changes3547UNISIA HOLDINGS CO.Retail

Notice Concerning a Company Split (Incorporation-Type Company Split) at a Consolidated Subsidiary and Transfer of Shares in the Newly Established Company

株式会社串カツ田中, a consolidated subsidiary, will transfer the House Meal business to a newly established company and transfer all shares in that company to 株式会社鮮冷. As a result, the House Meal business is expected to leave the Group.

Worth reading
38Recurring
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
1302610
¥ thousands (sales of the business for the fiscal year ended November 2025)
Wording
Conditional
How definitive the wording is.

This transaction

Name of the transaction
Counterparty株式会社鮮冷
Disclosing companyUNISIA HOLDINGS CO.
ハウスミール分割準備株式会社Voting rights ownership percentageNumber of shares acquired 100 shares (all issued shares; the number of voting rights is not stated)

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

Food manufacturing related to the House Meal business

Location Shinagawa Ward, TokyoShare capital ¥100 thousandDate of incorporation 1 November 2026
Net Sales¥1,302,610 thousand (fiscal year ended November 2025, the business concerned)
Impact on Business Performance

Because the scheduled execution date of the transfer of the business concerned is at the end of the current fiscal year and the profit or loss of the business concerned is expected to be incorporated into the consolidated financial statements, the impact on the Company's consolidated results for the fiscal year ending November 2026 is currently expected to be immaterial. The Company will promptly disclose any matters requiring disclosure if they arise.

Procedures and assumptions
Management structure after acquisitionFollowing the incorporation-type company split, the newly established company is expected to become a 100%-owned subsidiary of 株式会社串カツ田中. There will be no changes to the name, head office location, title and name of the representative, business description, capital or fiscal year-end of the splitting company following the incorporation-type company split. The management structure, corporate name and treatment of employees following the share transfer are not disclosed.
This transaction
ItemDetails
Transaction nameName of the transaction
Counterparty name株式会社鮮冷
Name of the Subject Companyハウスミール分割準備株式会社
Business Description of the Subject CompanyFood manufacturing related to the House Meal business
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥100 thousand
Date of Establishment of the Subject Company1 November 2026
Net Sales of the Subject Company¥1,302,610 thousand (fiscal year ended November 2025, the business concerned)
Number of shares acquired100 shares (all issued shares; the number of voting rights is not stated)
Voting rights ownership percentageBefore 100% → after 0%
Impact on Business PerformanceBecause the scheduled execution date of the transfer of the business concerned is at the end of the current fiscal year and the profit or loss of the business concerned is expected to be incorporated into the consolidated financial statements, the impact on the Company's consolidated results for the fiscal year ending November 2026 is currently expected to be immaterial. The Company will promptly disclose any matters requiring disclosure if they arise.
Date of board resolution14 September 2026
Contract Date18 September 2026
Execution Date / Effective DateEffective date of the incorporation-type company split: 1 November 2026 (scheduled); scheduled share transfer date: 30 November 2026 (scheduled)
Management structure after acquisitionFollowing the incorporation-type company split, the newly established company is expected to become a 100%-owned subsidiary of 株式会社串カツ田中. There will be no changes to the name, head office location, title and name of the representative, business description, capital or fiscal year-end of the splitting company following the incorporation-type company split. The management structure, corporate name and treatment of employees following the share transfer are not disclosed.
Items this document does not state (17)
Operating Profit of the Subject CompanyNet 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 Execution

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 Company has decided to concentrate management resources on its core food service business and optimize its portfolio in order to respond swiftly to changes in the business environment, achieve sustainable growth and enhance corporate value.

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 Concerning a Company Split (Incorporation-Type Company Split) at a Consolidated Subsidiary and Transfer of Shares in the Newly Established Company | UNISIA HOLDINGS CO. (3547) timely disclosure | Komori