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M&A and Subsidiary Changes7555Ota Floriculture Auction Co.,Ltd.Trading & Wholesale

(Update on Previously Disclosed Matter) Notice Regarding Execution of Share Transfer Agreement for the Acquisition of Shares in 株式会社東日本板橋花き (Making It a Subsidiary)

大田花き has entered into an agreement to make 株式会社東日本板橋花き a wholly owned subsidiary through the acquisition of its shares. The share transfer is scheduled to take place on 1 April 2026.

Worth reading
43Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
100
Voting rights ownership ratio following the change (%)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares and conversion into a subsidiary
Disclosing companyOta Floriculture Auction Co.,Ltd.
株式会社東日本板橋花きVoting rights ownership percentageNumber of shares acquired 4,795 shares (number of voting rights: 4,795)

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

Wholesale of flowers and plants

Location Itabashi-ku, TokyoShare capital ¥98 millionDate of incorporation 8 November 1990
Net Sales¥840 million (fiscal year ended March 2025)
Operating profit−¥20 million (fiscal year ended March 2025)
Net income for the current fiscal year¥0 million (fiscal year ended March 2025)
Net assets¥260 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot disclosed at the counterparty’s request
Impact on Business Performance

The impact on the company’s consolidated results for the fiscal year ending March 2026 is currently under review. 株式会社東日本板橋花き is expected to become a consolidated subsidiary from the first quarter of the fiscal year ending March 2027.

Procedures and assumptions
Valuation methodologyDetermined following due diligence by a third-party institution and negotiations with the counterparty
Management structure after acquisition株式会社東日本板橋花き is expected to become a consolidated subsidiary from the first quarter of the fiscal year ending March 2027. The trade name, representative and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Name of the Subject Company株式会社東日本板橋花き
Business Description of the Subject CompanyWholesale of flowers and plants
Location of the Subject CompanyItabashi-ku, Tokyo
Capital Stock of the Subject Company¥98 million
Date of Establishment of the Subject Company8 November 1990
Net Sales of the Subject Company¥840 million (fiscal year ended March 2025)
Operating Profit of the Subject Company−¥20 million (fiscal year ended March 2025)
Net Income of the Subject Company¥0 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥260 million (fiscal year ended March 2025)
Acquisition priceNot disclosed at the counterparty’s request
Number of shares acquired4,795 shares (number of voting rights: 4,795)
Voting rights ownership percentageBefore 0% → after 100.0%
Impact on Business PerformanceThe impact on the company’s consolidated results for the fiscal year ending March 2026 is currently under review. 株式会社東日本板橋花き is expected to become a consolidated subsidiary from the first quarter of the fiscal year ending March 2027.
Date of board resolution27 March 2026
Contract Date27 March 2026
Execution Date / Effective Date1 April 2026 (scheduled)
Valuation methodologyDetermined following due diligence by a third-party institution and negotiations with the counterparty
Management structure after acquisition株式会社東日本板橋花き is expected to become a consolidated subsidiary from the first quarter of the fiscal year ending March 2027. The trade name, representative and treatment of employees are Not disclosed
Items this document does not state (13)
Counterparty nameExpenses 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)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.

The specific purpose and rationale for the transaction have not been disclosed. The company explains that the acquisition price was determined appropriately following due diligence by a third-party institution and negotiations with the counterparty.

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.
(Update on Previously Disclosed Matter) Notice Regarding Execution of Share Transfer Agreement for the Acquisition of Shares in 株式会社東日本板橋花き (Making It a Subsidiary) | Ota Floriculture Auction Co.,Ltd. (7555) timely disclosure | Komori