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M&A and Subsidiary Changes5884KURADASHI.Co.,Ltd.Retail

Notice Concerning the Establishment of a Joint Venture and the Launch of a New Business

KURADASHI.Co.,Ltd. will establish Nestia Co., Ltd. jointly with Integrity Co., Ltd. and launch new businesses including the sale and purchase and redevelopment of vacant homes, rental property management, accommodation facilities and real estate funds. KURADASHI.Co.,Ltd. will hold a 51% interest, and Nestia is expected to become a consolidated subsidiary.

Worth reading
52Recurring
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
1530
¥10,000
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Establishment of a joint venture (consolidated subsidiary)
CounterpartyIntegrity Co., Ltd.
Disclosing companyKURADASHI.Co.,Ltd.
Nestia Co., Ltd.Voting rights ownership percentage

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

・Purchase, sale, brokerage and management of real estate ・Redevelopment and utilization of vacant homes ・Formation and management of real estate funds ・Planning and operation of accommodation facilities, etc.

Location Shinagawa Ward, TokyoShare capital ¥30 million (予定)Date of incorporation 22 April 2026 (予定)
Net assets— (newly established)
Consideration and expenses
Acquisition price¥15.3 million (capital contribution,予定)
Type of ConsiderationCash (capital contribution)
Funding arrangementsThe company's available funds
Impact on Business Performance

The impact of this transaction on consolidated full-year results for the fiscal year ending June 2026, including the impact of other factors, is currently under review.

Procedures and assumptions
Conditions Precedent to ExecutionSequentially following the acquisition of a real estate transaction business license (condition for commencement of business)
Management structure after acquisitionThe representative director will be Kawamura Kohei (河村晃平). The company plans to appoint 1 director from among its own personnel to the new company. The change of corporate name and employee treatment are not disclosed.
This transaction
ItemDetails
Transaction nameEstablishment of a joint venture (consolidated subsidiary)
Counterparty nameIntegrity Co., Ltd.
Name of the Subject CompanyNestia Co., Ltd.
Business Description of the Subject Company・Purchase, sale, brokerage and management of real estate ・Redevelopment and utilization of vacant homes ・Formation and management of real estate funds ・Planning and operation of accommodation facilities, etc.
Location of the Subject CompanyShinagawa Ward, Tokyo
Capital Stock of the Subject Company¥30 million (予定)
Date of Establishment of the Subject Company22 April 2026 (予定)
Net Assets of the Subject Company— (newly established)
Acquisition price¥15.3 million (capital contribution,予定)
Type of ConsiderationCash (capital contribution)
Voting rights ownership percentageAfter 51% (before not disclosed)
Funding arrangementsThe company's available funds
Impact on Business PerformanceThe impact of this transaction on consolidated full-year results for the fiscal year ending June 2026, including the impact of other factors, is currently under review.
Date of board resolution17 April 2026
Contract Date17 April 2026
Execution Date / Effective Date22 April 2026 (予定). The business will commence on or after 22 April 2026, sequentially following the acquisition of a real estate transaction business license.
Conditions Precedent to ExecutionSequentially following the acquisition of a real estate transaction business license (condition for commencement of business)
Management structure after acquisitionThe representative director will be Kawamura Kohei (河村晃平). The company plans to appoint 1 director from among its own personnel to the new company. The change of corporate name and employee treatment are not disclosed.
Items this document does not state (14)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income 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 acquiredGoodwill amountAmount of extraordinary income (loss)Valuation 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 company aims to expand the scope of its efforts to address social issues from the traditional focus on food to housing and tackle the growing vacant-home problem across Japan. It intends to build a new earnings base by combining KURADASHI.Co.,Ltd.'s network of approximately 2,200 partners and brand strength in sustainability with Integrity's expertise in real estate investment and management.

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Notice Concerning the Establishment of a Joint Venture and the Launch of a New Business | KURADASHI.Co.,Ltd. (5884) timely disclosure | Komori