Komori
M&A and Subsidiary Changes7532Pan Pacific International Holdings CorporationRetail

Notice Regarding the Execution of a Business Transfer Agreement with Toys“R”Us Japan, Ltd.

The Group entered into a sponsorship agreement to acquire, through a business transfer, 日本トイザらス's retail business selling toys, children's products and other goods. The business transfer is scheduled to be completed on 30 October 2026, subject to court approval and other conditions.

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This transaction

This business transfer
Counterparty (target company)日本トイザらス株式会社
Disclosing companyPan Pacific International Holdings Corporation
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Retail sales of toys, baby products and other goods

Location Saiwai Ward, Kawasaki, Kanagawa PrefectureShare capital ¥10 millionDate of incorporation 21 November 1989
Impact on Business Performance

Currently under review

Procedures and assumptions
Conditions Precedent to ExecutionObtaining court approval pursuant to Article 42, paragraph 1, item 1 of the Civil Rehabilitation Act, among other conditions
Management structure after acquisitionWith respect to 日本トイザらス employees, the Company aims to retain all employees to the extent possible and plans to seek the consent of each lessor regarding the transfer of all stores. The trade name and representative are Not disclosed.
This transaction
ItemDetails
Transaction nameThis business transfer
Counterparty name日本トイザらス株式会社
Name of the Subject Company日本トイザらス株式会社
Business Description of the Subject CompanyRetail sales of toys, baby products and other goods
Location of the Subject CompanySaiwai Ward, Kawasaki, Kanagawa Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company21 November 1989
Impact on Business PerformanceCurrently under review
Date of board resolution29 September 2026
Contract Date1 October 2026
Execution Date / Effective Date30 October 2026 (scheduled)
Conditions Precedent to ExecutionObtaining court approval pursuant to Article 42, paragraph 1, item 1 of the Civil Rehabilitation Act, among other conditions
Management structure after acquisitionWith respect to 日本トイザらス employees, the Company aims to retain all employees to the extent possible and plans to seek the consent of each lessor regarding the transfer of all stores. The trade name and representative are Not disclosed.
Items this document does not state (19)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

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The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To drive growth in the domestic retail business by incorporating 日本トイザらス's customer base and nationwide store network, thereby acquiring new customer segments and business areas and expanding LTV.

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Notice Regarding the Execution of a Business Transfer Agreement with Toys“R”Us Japan, Ltd. | Pan Pacific International Holdings Corporation (7532) timely disclosure | Komori