Worth reading
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Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)ウェルユー・フード株式会社
Disclosing companyOIE SANGYO CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Wholesale distribution of food products for commercial use
Location Tsuchiura City, Ibaraki PrefectureShare capital ¥1 millionDate of incorporation 20 November 2024
Net Sales¥234 million (fiscal year ended August 2025)
Operating profit¥12 million (fiscal year ended August 2025)
Net income for the current fiscal year¥8 million (fiscal year ended August 2025)
Net assets¥101 million (fiscal year ended August 2025)
Consideration and expenses
Acquisition priceNot applicable (no new shares or cash or other assets will be delivered)
Type of ConsiderationNeither cash nor shares (no new shares or cash or other assets will be delivered)
Merger ratio/share exchange ratioNo merger ratio is disclosed. OIE SANGYO CO.,LTD. will be the surviving company, and ウェルユー・フード株式会社 will be the absorbed company.
Impact on Business Performance
The impact of this merger on the company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionNo shareholder approval is required (a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the same Act).
Management structure after acquisitionThere will be no changes to the company's name, location, title or name of its representative, business activities, stated capital or fiscal year-end as a result of this merger.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | ウェルユー・フード株式会社 |
| Name of the Subject Company | ウェルユー・フード株式会社 |
| Business Description of the Subject Company | Wholesale distribution of food products for commercial use |
| Location of the Subject Company | Tsuchiura City, Ibaraki Prefecture |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 20 November 2024 |
| Net Sales of the Subject Company | ¥234 million (fiscal year ended August 2025) |
| Operating Profit of the Subject Company | ¥12 million (fiscal year ended August 2025) |
| Net Income of the Subject Company | ¥8 million (fiscal year ended August 2025) |
| Net Assets of the Subject Company | ¥101 million (fiscal year ended August 2025) |
| Acquisition price | Not applicable (no new shares or cash or other assets will be delivered) |
| Type of Consideration | Neither cash nor shares (no new shares or cash or other assets will be delivered) |
| Merger ratio/share exchange ratio | No merger ratio is disclosed. OIE SANGYO CO.,LTD. will be the surviving company, and ウェルユー・フード株式会社 will be the absorbed company. |
| Number of shares acquired | Not applicable (the company owns all issued shares of ウェルユー・フード株式会社) |
| Voting rights ownership percentage | Before 100％ (after not disclosed) |
| Impact on Business Performance | The impact of this merger on the company's consolidated results will be immaterial. |
| Date of board resolution | 8 June 2026 |
| Contract Date | 8 June 2026 |
| Execution Date / Effective Date | 31 August 2026 (scheduled) |
| Conditions Precedent to Execution | No shareholder approval is required (a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the same Act). |
| Management structure after acquisition | There will be no changes to the company's name, location, title or name of its representative, business activities, stated capital or fiscal year-end as a result of this merger. |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.The purpose is to optimize the allocation of management resources and improve operating efficiency among group companies engaged in the same business. The two companies operate in the same area and intend to strengthen their sales base and improve management efficiency by consolidating the organizations.
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