Komori
M&A and Subsidiary Changes7049SHIKIGAKU.Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in Mach Kiki Co., Ltd. by a Consolidated Subsidiary (Making It a Sub-subsidiary)

We have decided to acquire 100% of the issued shares of マッハ機器株式会社 through our wholly owned subsidiary, making it our sub-subsidiary and a consolidated subsidiary. The purchase price is ¥373 million, and the total amount including advisory fees is approximately ¥415 million.

Worth reading
66In 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
415
¥ million (total estimate)
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyLUCKLAND CO.,LTD.
Disclosing companySHIKIGAKU.Co.,Ltd.
Mach Kiki Co., Ltd.Voting rights ownership percentageNumber of shares acquired 2,000 shares (number of voting rights: 2,000)

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

Sales, servicing and maintenance of commercial kitchen equipment, including commercial fryers and cooking-oil filtration systems (filtering machines)

Location Koto-ku, TokyoShare capital ¥100 millionDate of incorporation 10 August 2015
Net Sales¥1,882 million (fiscal year ended December 2025)
Operating profit¥96 million (fiscal year ended December 2025)
Net income for the current fiscal year¥60 million (fiscal year ended December 2025)
Net assets¥452 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥373 million (common shares)
Expenses other than the acquisition priceAdvisory fees (approximate): ¥42 million
Type of ConsiderationCash
Funding arrangementsThe Company plans to fund the acquisition partly with its own funds and partly through borrowings from financial institutions.
Impact on Business Performance

The impact on consolidated results and financial position for the fiscal year ending February 2027 is currently under review. We plan to promptly disclose the amount of the impact once the review has been completed and disclosure becomes possible.

Procedures and assumptions
Valuation methodologyDetermined through discussions between the parties, taking reasonable account of the results of legal and financial due diligence and other factors.
Management structure after acquisitionFollowing the acquisition, the target company will become our consolidated subsidiary. We will carry out PMI to introduce the target company to the "Shikigaku know-how," thoroughly clarifying responsibilities, managing activities based on numerical targets, and delegating authority. The corporate name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameLUCKLAND CO.,LTD.
Name of the Subject CompanyMach Kiki Co., Ltd.
Business Description of the Subject CompanySales, servicing and maintenance of commercial kitchen equipment, including commercial fryers and cooking-oil filtration systems (filtering machines)
Location of the Subject CompanyKoto-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company10 August 2015
Net Sales of the Subject Company¥1,882 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥96 million (fiscal year ended December 2025)
Net Income of the Subject Company¥60 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥452 million (fiscal year ended December 2025)
Acquisition price¥373 million (common shares)
Expenses other than the acquisition priceAdvisory fees (approximate): ¥42 million
Type of ConsiderationCash
Number of shares acquired2,000 shares (number of voting rights: 2,000)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Funding arrangementsThe Company plans to fund the acquisition partly with its own funds and partly through borrowings from financial institutions.
Impact on Business PerformanceThe impact on consolidated results and financial position for the fiscal year ending February 2027 is currently under review. We plan to promptly disclose the amount of the impact once the review has been completed and disclosure becomes possible.
Date of board resolution2 July 2026
Contract Date2 July 2026
Execution Date / Effective Date31 July 2026 (scheduled)
Valuation methodologyDetermined through discussions between the parties, taking reasonable account of the results of legal and financial due diligence and other factors.
Management structure after acquisitionFollowing the acquisition, the target company will become our consolidated subsidiary. We will carry out PMI to introduce the target company to the "Shikigaku know-how," thoroughly clarifying responsibilities, managing activities based on numerical targets, and delegating authority. The corporate name, representative and treatment of employees: not disclosed
Items this document does not state (9)
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 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.

We position long-term M&A as a growth engine and aim to clarify responsibilities, manage activities based on numerical targets, and delegate authority through post-merger integration (PMI) incorporating the target company's "Shikigaku know-how." This is intended to systematize sales activities and improve productivity. Through these initiatives, we expect to increase recurring revenue and new sales of the core products, thereby enhancing the enterprise value of both the target company and the Group as a whole.

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 Mach Kiki Co., Ltd. by a Consolidated Subsidiary (Making It a Sub-subsidiary) | SHIKIGAKU.Co.,Ltd. (7049) timely disclosure | Komori