Komori
M&A and Subsidiary Changes6412HEIWA HOLDINGS INC.Machinery

Notice Regarding the Acquisition of Shares in 株式会社市原京急カントリークラブ by Our Consolidated Subsidiary, Making It an Indirect Subsidiary

Pacific Golf Management, a consolidated subsidiary, has decided to acquire all 421,500 shares of Ichihara Keikyu Country Club Co., Ltd. from Keikyu Corporation, making the company a sub-subsidiary of the Heiwa Group. The acquisition price is not disclosed, but is less than 2% of Heiwa's consolidated net assets.

Worth reading
37Immaterial
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
As a percentage of consolidated net assets (less than, %)
Wording
Conditional
How definitive the wording is.

This transaction

Share acquisition (making the target a grand-subsidiary)
CounterpartyKeikyu Corporation
Disclosing companyHEIWA HOLDINGS INC.
Ichihara Keikyu Country Club Co., Ltd.Voting rights ownership percentageNumber of shares acquired 421,500 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 Chiba Prefecture, Ichihara CityShare capital ¥100 millionDate of incorporation 23 December 1972
Net Sales¥704 million (fiscal year ending March 2026)
Operating profit¥79 million (fiscal year ending March 2026)
Net income for the current fiscal year¥47 million (fiscal year ending March 2026)
Net assets-¥1,361 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceThe acquisition price is not disclosed due to the confidentiality obligations between the parties. The acquisition price is less than 2% of consolidated net assets.
Impact on Business Performance

The impact of the acquisition of these shares on consolidated results is expected to be immaterial.

This transaction
ItemDetails
Transaction nameShare acquisition (making the target a grand-subsidiary)
Counterparty nameKeikyu Corporation
Name of the Subject CompanyIchihara Keikyu Country Club Co., Ltd.
Business Description of the Subject CompanyGolf course operations and other businesses
Location of the Subject CompanyChiba Prefecture, Ichihara City
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company23 December 1972
Net Sales of the Subject Company¥704 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥79 million (fiscal year ending March 2026)
Net Income of the Subject Company¥47 million (fiscal year ending March 2026)
Net Assets of the Subject Company-¥1,361 million (fiscal year ending March 2026)
Acquisition priceThe acquisition price is not disclosed due to the confidentiality obligations between the parties. The acquisition price is less than 2% of consolidated net assets.
Number of shares acquired421,500 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of the acquisition of these shares on consolidated results is expected to be immaterial.
Date of board resolution15 July 2026
Contract Date15 July 2026
Execution Date / Effective Date1 October 2026 (予定)
Items this document does not state (14)
Expenses 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 owned, improve profitability, and establish 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 株式会社市原京急カントリークラブ by Our Consolidated Subsidiary, Making It an Indirect Subsidiary | HEIWA HOLDINGS INC. (6412) timely disclosure | Komori