Komori
M&A and Subsidiary Changes3563FOOD & LIFE COMPANIES LTD.Retail

Notice Regarding a Change in a Specified Subsidiary (Share Transfer)

The Company will transfer all 202 shares of 京樽, a specified subsidiary that it wholly owned, to SRSホールディングス株式会社 for ¥3,745 million. Following the transfer, 京樽 is expected to cease being a consolidated subsidiary of the Company.

Worth reading
49Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
3745
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

Share transfer
CounterpartySRSホールディングス株式会社
Disclosing companyFOOD & LIFE COMPANIES LTD.
株式会社京樽Subject of this transactionNumber of shares acquired 202 shares (number of voting rights: Not disclosed)Voting rights ownership percentage Before 100% → after -%
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

Food service business

Location Chuo-ku, TokyoShare capital ¥10 millionDate of incorporation 27 September 2018
Net Sales¥23,532 million (fiscal year ended September 2025)
Operating profit¥60 million (fiscal year ended September 2025)
Net income for the current fiscal year¥96 million (fiscal year ended September 2025; profit for the period attributable to owners of the parent)
Net assets-¥3,004 million (fiscal year ended September 2025; total equity)
Consideration and expenses
Acquisition price¥3,745 million (transfer price)
Type of ConsiderationCash (¥3,745 million as the transfer price)
Funding arrangementsMethod of financing the acquisition: Not disclosed. Prior to the transfer, the Company plans to subscribe for 京樽’s third-party allotment of new shares (1 new share, ¥6,480 million).
Impact on Business Performance

The impact on the Company’s consolidated results for the fiscal year ending September 2026 is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionThe change in corporate name, representative and treatment of employees: Not disclosed. Following completion of this share transfer, 京樽 is expected to be excluded from the Company’s consolidated subsidiaries (specified subsidiaries).
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameSRSホールディングス株式会社
Name of the Subject Company株式会社京樽
Business Description of the Subject CompanyFood service business
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company27 September 2018
Net Sales of the Subject Company¥23,532 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥60 million (fiscal year ended September 2025)
Net Income of the Subject Company¥96 million (fiscal year ended September 2025; profit for the period attributable to owners of the parent)
Net Assets of the Subject Company-¥3,004 million (fiscal year ended September 2025; total equity)
Acquisition price¥3,745 million (transfer price)
Type of ConsiderationCash (¥3,745 million as the transfer price)
Number of shares acquired202 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 100% → after -%
Funding arrangementsMethod of financing the acquisition: Not disclosed. Prior to the transfer, the Company plans to subscribe for 京樽’s third-party allotment of new shares (1 new share, ¥6,480 million).
Impact on Business PerformanceThe impact on the Company’s consolidated results for the fiscal year ending September 2026 is expected to be immaterial.
Date of board resolution7 August 2026
Contract Date7 August 2026
Execution Date / Effective Date1 September 2026 (予定)
Management structure after acquisitionThe change in corporate name, representative and treatment of employees: Not disclosed. Following completion of this share transfer, 京樽 is expected to be excluded from the Company’s consolidated subsidiaries (specified subsidiaries).
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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 determined that transferring 京樽 to a partner capable of further driving its growth would be the best way to support 京樽’s sustainable growth and further enhance its corporate value. The Company also determined that focusing its management resources on its domestic and overseas Sushiro businesses would contribute to enhancing corporate value over the medium to long term.

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Notice Regarding a Change in a Specified Subsidiary (Share Transfer) | FOOD & LIFE COMPANIES LTD. (3563) timely disclosure | Komori