Worth reading
58In focus
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
310
¥ million (transfer price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
The transaction (the company split and share transfer)Counterparty三昌物産株式会社
Disclosing companySAKIGAKE Holdings Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Prepared-food business operated mainly under the brands "Karatamaya" and "Tori Saburo"
Location Chuo Ward, KyotoShare capital ¥10 millionDate of incorporation November 2026 (scheduled)
Net Sales¥715 million (fiscal year ended December 2025, business concerned)
Consideration and expenses
Acquisition price¥310 million
Type of ConsiderationCash
Amount of extraordinary income (loss)Gain on sale of shares in a subsidiary of approximately ¥250 million, scheduled to be recorded in the fourth quarter of the fiscal year ending December 2026
Impact on Business Performance
The impact on full-year consolidated and non-consolidated results for the fiscal year ending December 2026 is currently being examined, including the impact of other factors. If timely disclosure becomes necessary, the company will disclose the information promptly.
Procedures and assumptions
Conditions Precedent to ExecutionAs this qualifies as a simplified incorporation-type company split, it will be implemented without obtaining approval of the incorporation-type split plan at the company's general meeting of shareholders.
Management structure after acquisitionThe newly established company's corporate name will be からたまや株式会社, its representative director will be Taguchi Tsuyoshi (田口剛), and its number of employees has not been determined. The management structure and treatment of employees after the share transfer are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | The transaction (the company split and share transfer) |
| Counterparty name | 三昌物産株式会社 |
| Name of the Subject Company | からたまや株式会社 |
| Business Description of the Subject Company | Prepared-food business operated mainly under the brands "Karatamaya" and "Tori Saburo" |
| Location of the Subject Company | Chuo Ward, Kyoto |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | November 2026 (scheduled) |
| Net Sales of the Subject Company | ¥715 million (fiscal year ended December 2025, business concerned) |
| Acquisition price | ¥310 million |
| Type of Consideration | Cash |
| Number of shares acquired | 100 shares (all issued shares); number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 100％ → after 0％ |
| Amount of extraordinary income (loss) | Gain on sale of shares in a subsidiary of approximately ¥250 million, scheduled to be recorded in the fourth quarter of the fiscal year ending December 2026 |
| Impact on Business Performance | The impact on full-year consolidated and non-consolidated results for the fiscal year ending December 2026 is currently being examined, including the impact of other factors. If timely disclosure becomes necessary, the company will disclose the information promptly. |
| Date of board resolution | 29 September 2026 |
| Contract Date | 29 September 2026 |
| Execution Date / Effective Date | Company split: November 2026 (scheduled; effective date); share transfer: 1 December 2026 (scheduled) |
| Conditions Precedent to Execution | As this qualifies as a simplified incorporation-type company split, it will be implemented without obtaining approval of the incorporation-type split plan at the company's general meeting of shareholders. |
| Management structure after acquisition | The newly established company's corporate name will be からたまや株式会社, its representative director will be Taguchi Tsuyoshi (田口剛), and its number of employees has not been determined. The management structure and treatment of employees after the share transfer are Not disclosed. |
Items this document does not state (13)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.To concentrate management resources on the ramen business. Although it would be difficult to make a significant investment of management resources in the business concerned, the company determined that transferring it to Sansho Bussan Co., Ltd., which operates a chicken-processing business and poultry and egg farms, would enable the business to develop further.
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