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

Notice Regarding the Acquisition of Shares in the Subsidiary Formed Through the Corporate Split of 有限会社中村商事 (Making It a Subsidiary)

KURADASHI.Co.,Ltd. acquired all shares in 株式会社中村商事, which will succeed to the alcoholic beverages and other products business of 有限会社中村商事 through a newly established company split, making it a wholly owned subsidiary. The share transfer agreement was signed and the shares were acquired on 1 July 2026.

Worth reading
65In 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
15
As a percentage of the Company's net assets (lower end of acquisition price, %)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares in this transaction
Counterparty有限会社中村商事
Disclosing companyKURADASHI.Co.,Ltd.
株式会社中村商事Voting rights ownership percentageNumber of shares acquired 10,000 shares (number of voting rights: 10,000)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Date of board resolution1 July 2026
Contract Date1 July 2026
Execution Date / Effective DateShare transfer execution date: 1 July 2026
Target company

Sales of alcoholic beverages and other products

Location Tatebayashi, Gunma PrefectureShare capital ¥10 millionDate of incorporation 16 June 2026
Net Sales¥2,608 million (fiscal year ended March 2026, business transferred)
Consideration and expenses
Acquisition priceExpected to be an amount equivalent to 15% or more of the Company's net assets. However, disclosure is withheld at the request of the counterparty.
Expenses other than the acquisition priceAdvisory fees: ¥40 million (approximate)
Type of ConsiderationCash
Funding arrangements予定 to be funded through borrowings from financial institutions
Impact on Business Performance

The impact is currently under review, including other factors, and any matters requiring disclosure will be disclosed promptly.

Procedures and assumptions
Valuation methodologyDue diligence and share valuation by external specialists
Management structure after acquisitionThe representative director of 株式会社中村商事 is Nakamura Shigemi (中村 茂美). Changes to the corporate name and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares in this transaction
Counterparty name有限会社中村商事
Name of the Subject Company株式会社中村商事
Business Description of the Subject CompanySales of alcoholic beverages and other products
Location of the Subject CompanyTatebayashi, Gunma Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company16 June 2026
Net Sales of the Subject Company¥2,608 million (fiscal year ended March 2026, business transferred)
Acquisition priceExpected to be an amount equivalent to 15% or more of the Company's net assets. However, disclosure is withheld at the request of the counterparty.
Expenses other than the acquisition priceAdvisory fees: ¥40 million (approximate)
Type of ConsiderationCash
Number of shares acquired10,000 shares (number of voting rights: 10,000)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Funding arrangements予定 to be funded through borrowings from financial institutions
Impact on Business PerformanceThe impact is currently under review, including other factors, and any matters requiring disclosure will be disclosed promptly.
Date of board resolution1 July 2026
Contract Date1 July 2026
Execution Date / Effective DateShare transfer execution date: 1 July 2026
Valuation methodologyDue diligence and share valuation by external specialists
Management structure after acquisitionThe representative director of 株式会社中村商事 is Nakamura Shigemi (中村 茂美). Changes to the corporate name and treatment of employees: not disclosed
Items this document does not state (12)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent 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.

To strengthen Kuradashi's product categories and procurement capabilities by acquiring a sourcing network in the alcoholic beverages and drinks sector, and to maximize sales opportunities by utilizing physical stores and the customer base centered in the northern Kanto region as a new sales channel.

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 Regarding the Acquisition of Shares in the Subsidiary Formed Through the Corporate Split of 有限会社中村商事 (Making It a Subsidiary) | KURADASHI.Co.,Ltd. (5884) timely disclosure | Komori