Komori
M&A and Subsidiary Changes6412HEIWA HOLDINGS INC.Machinery

Notice Regarding the Acquisition of Shares in 北九州ゴルフ株式会社 by the Company's Consolidated Subsidiary, Making It a Sub-subsidiary

パシフィックゴルフマネージメント株式会社, a consolidated subsidiary of the Company, will acquire all shares of 北九州ゴルフ株式会社 from ダイヤリックス株式会社, making 北九州ゴルフ株式会社 a sub-subsidiary of the Company Group. 北九州ゴルフ株式会社 is the company that will succeed to the business of the Seta no Mori Kitakyushu Golf Course.

Worth reading
38Recurring
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
2
Less than consolidated net assets
Wording
Conditional
How definitive the wording is.

This transaction

Share Acquisition
Counterpartyダイヤリックス株式会社
Disclosing companyHEIWA HOLDINGS INC.
北九州ゴルフ株式会社Voting rights ownership percentageNumber of shares acquired 200 shares (number of voting rights: Not disclosed)

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.White points represent dates designated as scheduled dates in the document.
Target company

Golf course operations and other businesses

Location Chiyoda-ku, TokyoShare capital ¥50 millionDate of incorporation April 2026 (scheduled)
Net Sales¥367 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot disclosed due to the confidentiality obligations between the parties. The amount is less than 2% of consolidated net assets.
Impact on Business Performance

The impact is expected to be immaterial.

This transaction
ItemDetails
Transaction nameShare Acquisition
Counterparty nameダイヤリックス株式会社
Name of the Subject Company北九州ゴルフ株式会社
Business Description of the Subject CompanyGolf course operations and other businesses
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject CompanyApril 2026 (scheduled)
Net Sales of the Subject Company¥367 million (fiscal year ended March 2025)
Acquisition priceNot disclosed due to the confidentiality obligations between the parties. The amount is less than 2% of consolidated net assets.
Number of shares acquired200 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact is expected to be immaterial.
Date of board resolution27 March 2026
Contract Date27 March 2026
Execution Date / Effective Date1 June 2026 (予定)
Items this document does not state (17)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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.

To increase the number of golf courses, raise revenue, and build a stable earnings base over the long term.

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 北九州ゴルフ株式会社 by the Company's Consolidated Subsidiary, Making It a Sub-subsidiary | HEIWA HOLDINGS INC. (6412) timely disclosure | Komori