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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社スポット, 株式会社魚齋藤, 株式会社魚栄商店
Disclosing companyKUSURI NO AOKI HOLDINGS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Company name 株式会社スポット / Business Description Fresh foods, prepared foods, dry foods, daily foods, alcoholic beverages, daily necessities and apparel, Company name 株式会社魚齋藤 / Business Description Fresh foods, prepared foods, dry foods, daily foods, alcoholic beverages and daily necessities, Company name 株式会社魚栄商店 / Business Description Fresh foods, prepared foods, dry foods, daily foods, alcoholic beverages and daily necessities
Location Company name 株式会社スポット / Location Nagaoka, Niigata Prefecture, Company name 株式会社魚齋藤 / Location Gosen, Niigata Prefecture, Company name 株式会社魚栄商店 / Location Minami Ward, Niigata, Niigata PrefectureShare capital Company name 株式会社スポット / Share capital ¥30 million, Company name 株式会社魚齋藤 / Share capital ¥23 million, Company name 株式会社魚栄商店 / Share capital ¥10 millionDate of incorporation Company name 株式会社スポット / Date of incorporation June 1986, Company name 株式会社魚齋藤 / Date of incorporation 1 September 1964, Company name 株式会社魚栄商店 / Date of incorporation 29 July 1961
Consideration and expenses
Acquisition priceNot applicable (no shares or other assets will be allocated in connection with the Merger)
Type of ConsiderationNo consideration (no shares or other assets will be allocated)
Merger ratio/share exchange ratioNo ratio. 株式会社クスリのアオキ will be the surviving company, while 株式会社スポット, 株式会社魚齋藤 and 株式会社魚栄商店 will be dissolved companies. No shares or other assets will be allocated.
Impact on Business Performance
The impact of the Merger on the Company's consolidated results is currently under review, but the Company believes it will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe shareholders' meeting to approve the merger agreement (株式会社スポット) and the shareholders' meeting to approve the merger agreement (株式会社クスリのアオキ) are scheduled for 31 August 2026.
Management structure after acquisitionThere will be no changes to the corporate names, head-office locations, titles and names of representatives, business activities, capital or fiscal year-ends of the Company or 株式会社クスリのアオキ as a result of the Merger. The 3 dissolved companies will be dissolved. Information on employee treatment is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社スポット, 株式会社魚齋藤, 株式会社魚栄商店 |
| Name of the Subject Company | 株式会社スポット, 株式会社魚齋藤, 株式会社魚栄商店 |
| Business Description of the Subject Company | Company name 株式会社スポット / Business Description Fresh foods, prepared foods, dry foods, daily foods, alcoholic beverages, daily necessities and apparel, Company name 株式会社魚齋藤 / Business Description Fresh foods, prepared foods, dry foods, daily foods, alcoholic beverages and daily necessities, Company name 株式会社魚栄商店 / Business Description Fresh foods, prepared foods, dry foods, daily foods, alcoholic beverages and daily necessities |
| Location of the Subject Company | Company name 株式会社スポット / Location Nagaoka, Niigata Prefecture, Company name 株式会社魚齋藤 / Location Gosen, Niigata Prefecture, Company name 株式会社魚栄商店 / Location Minami Ward, Niigata, Niigata Prefecture |
| Capital Stock of the Subject Company | Company name 株式会社スポット / Share capital ¥30 million, Company name 株式会社魚齋藤 / Share capital ¥23 million, Company name 株式会社魚栄商店 / Share capital ¥10 million |
| Date of Establishment of the Subject Company | Company name 株式会社スポット / Date of incorporation June 1986, Company name 株式会社魚齋藤 / Date of incorporation 1 September 1964, Company name 株式会社魚栄商店 / Date of incorporation 29 July 1961 |
| Acquisition price | Not applicable (no shares or other assets will be allocated in connection with the Merger) |
| Type of Consideration | No consideration (no shares or other assets will be allocated) |
| Merger ratio/share exchange ratio | No ratio. 株式会社クスリのアオキ will be the surviving company, while 株式会社スポット, 株式会社魚齋藤 and 株式会社魚栄商店 will be dissolved companies. No shares or other assets will be allocated. |
| Number of shares acquired | Not applicable (no shares or other assets will be allocated in connection with the Merger) |
| Impact on Business Performance | The impact of the Merger on the Company's consolidated results is currently under review, but the Company believes it will be immaterial. |
| Date of board resolution | 11 May 2026 |
| Execution Date / Effective Date | 1 September 2026 (scheduled effective date) |
| Conditions Precedent to Execution | The shareholders' meeting to approve the merger agreement (株式会社スポット) and the shareholders' meeting to approve the merger agreement (株式会社クスリのアオキ) are scheduled for 31 August 2026. |
| Management structure after acquisition | There will be no changes to the corporate names, head-office locations, titles and names of representatives, business activities, capital or fiscal year-ends of the Company or 株式会社クスリのアオキ as a result of the Merger. The 3 dissolved companies will be dissolved. Information on employee treatment is Not disclosed. |
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent 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 merger is intended to share within the Group the retail expertise and fresh-food personnel developed by the 3 companies, thereby improving the efficiency of management resources and accelerating decision-making. The companies also plan to develop stores that are more familiar to and better supported by customers in the local community.
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