Worth reading
59In 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
51
Percentage of shares acquired relative to total shares outstanding (%)Wording
Conditional
How definitive the wording is.This transaction
Acquisition of sharesDisclosing companyWATAMI 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
Location San Francisco, California, United StatesDate of incorporation 29 February 2008
Net SalesUSD 7,488 thousand (fiscal year ended December 2025)
Operating profitUSD 1,146 thousand (fiscal year ended December 2025)
Net income for the current fiscal yearUSD 898 thousand (fiscal year ended December 2025)
Net assetsUSD 2,914 thousand (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceUndisclosed (*) (the transfer price is not disclosed due to confidentiality obligations)
Type of ConsiderationCash (funds are expected to be financed through borrowings from financial institutions)
Funding arrangementsExpected to be financed through borrowings from financial institutions
Goodwill amountExpected to arise in the current fiscal year (fiscal year ending March 2027). The amount and amortization period are Not disclosed (details will be disclosed once determined)
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on consolidated results for the current fiscal year is expected to be immaterial
Procedures and assumptions
Valuation methodologyAppropriate valuation by an independent third-party institution
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares |
| Name of the Subject Company | Onigilly, Inc. |
| Location of the Subject Company | San Francisco, California, United States |
| Date of Establishment of the Subject Company | 29 February 2008 |
| Net Sales of the Subject Company | USD 7,488 thousand (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | USD 1,146 thousand (fiscal year ended December 2025) |
| Net Income of the Subject Company | USD 898 thousand (fiscal year ended December 2025) |
| Net Assets of the Subject Company | USD 2,914 thousand (fiscal year ended December 2025) |
| Acquisition price | Undisclosed (*) (the transfer price is not disclosed due to confidentiality obligations) |
| Type of Consideration | Cash (funds are expected to be financed through borrowings from financial institutions) |
| Number of shares acquired | 9,022,127 shares (51% of the 17,690,542 shares outstanding); voting rights: Not disclosed |
| Voting rights ownership percentage | Before 0% → after 100% |
| Funding arrangements | Expected to be financed through borrowings from financial institutions |
| Goodwill amount | Expected to arise in the current fiscal year (fiscal year ending March 2027). The amount and amortization period are Not disclosed (details will be disclosed once determined) |
| Impact on Business Performance | The impact on consolidated results for the current fiscal year is expected to be immaterial |
| Date of board resolution | 13 May 2026 |
| Contract Date | 18 May 2026 |
| Execution Date / Effective Date | 18 May 2026 (scheduled asset acquisition date) |
| Valuation methodology | Appropriate valuation by an independent third-party institution |
Items this document does not state (13)
Counterparty nameBusiness Description of the Subject CompanyCapital Stock of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodAmount of extraordinary income (loss)Independent 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 strengthen the U.S. supply chain, enhance procurement capabilities, product development capabilities, and manufacturing and processing capacity, and expand the supply network and sales channels. The company stated that it will accumulate know-how through the acquisition, leading to the expansion of the Watami model, enhancement of corporate value, and the Group's sustainable growth and development.
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.