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

Notice Regarding the Acquisition of Shares in 株式会社みとわ

KURADASHI.Co.,Ltd. has decided to acquire 70% of the issued shares of 株式会社みとわ and make it a subsidiary. The share transfer agreement will be signed and the share acquisition completed on 6 August 2026.

Worth reading
59In 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
70
Issued shares and voting rights ownership ratio (%)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares in this transaction
CounterpartyHoshino Kazuyuki (星野 一行)
Disclosing companyKURADASHI.Co.,Ltd.
株式会社みとわVoting rights ownership percentageNumber of shares acquired 140 shares (number of voting rights: 140)

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 resolution6 August 2026
Contract Date6 August 2026
Execution Date / Effective Date6 August 2026
Target company

Planning, manufacturing and wholesale of original gifts; catalog sales of specialty products from Gunma Prefecture; promotional novelties for corporations; and other businesses

Location Kiryu, Gunma PrefectureShare capital ¥10 millionDate of incorporation 22 August 1983 (founded in 1977)
Net Sales¥1,037 million (fiscal year ended December 2025)
Operating profit¥65 million (fiscal year ended December 2025)
Net income for the current fiscal year¥47 million (fiscal year ended December 2025)
Net assets¥282 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceThe purchase price will not be disclosed at the request of the counterparty. It is expected to amount to 15% or more of KURADASHI's net assets.
Expenses other than the acquisition price¥35 million (estimated)
Type of ConsiderationCash
Funding arrangementsFunded with internal funds
Impact on Business Performance

The impact of the share acquisition on KURADASHI's consolidated results, including the impact of other factors, is currently being examined. KURADASHI will promptly disclose any matters requiring disclosure.

Procedures and assumptions
Valuation methodologyDue diligence and share valuation by external specialists
This transaction
ItemDetails
Transaction nameAcquisition of shares in this transaction
Counterparty nameHoshino Kazuyuki (星野 一行)
Name of the Subject Company株式会社みとわ
Business Description of the Subject CompanyPlanning, manufacturing and wholesale of original gifts; catalog sales of specialty products from Gunma Prefecture; promotional novelties for corporations; and other businesses
Location of the Subject CompanyKiryu, Gunma Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company22 August 1983 (founded in 1977)
Net Sales of the Subject Company¥1,037 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥65 million (fiscal year ended December 2025)
Net Income of the Subject Company¥47 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥282 million (fiscal year ended December 2025)
Acquisition priceThe purchase price will not be disclosed at the request of the counterparty. It is expected to amount to 15% or more of KURADASHI's net assets.
Expenses other than the acquisition price¥35 million (estimated)
Type of ConsiderationCash
Number of shares acquired140 shares (number of voting rights: 140)
Voting rights ownership percentageBefore 0.0% → after 70.0%
Funding arrangementsFunded with internal funds
Impact on Business PerformanceThe impact of the share acquisition on KURADASHI's consolidated results, including the impact of other factors, is currently being examined. KURADASHI will promptly disclose any matters requiring disclosure.
Date of board resolution6 August 2026
Contract Date6 August 2026
Execution Date / Effective Date6 August 2026
Valuation methodologyDue diligence and share valuation by external specialists
Items this document does not state (10)
Merger 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 ExecutionManagement structure after acquisition

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 acquisition is intended to bring in planning capabilities for original gifts and wholesale sales channels, expand the sales channels for KURADASHI's product categories and sourced products, and establish a foundation for entering the corporate gift business. KURADASHI also aims to create “sustainable gifts” using products that help reduce food loss and other items.

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 株式会社みとわ | KURADASHI.Co.,Ltd. (5884) timely disclosure | Komori