Komori
M&A and Subsidiary Changes8153MOS FOOD SERVICES,INC.Trading & Wholesale

Notice Regarding the Acquisition of Shares in 株式会社ビー・ワイ・オー (Making It a Subsidiary)

The Company will acquire all 10,666,667 shares of 株式会社ビー・ワイ・オー for ¥11,197 million, making it a consolidated subsidiary. The share transfer is scheduled to be completed on 31 July 2026.

Worth reading
65In focus
Scored from 4 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
11197
¥ million
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This transaction (share acquisition)
CounterpartyWIN1号投資事業有限責任組合, WIN3号投資事業有限責任組合, WIN戦略投資1号投資事業有限責任組合, クレアシオン・ホールディングス株式会社, WINプリンシパル投資事業組合, 日本ケンタッキー・フライド・チキン株式会社, 3 individual shareholders from the founding family, 6 individual shareholders, 10 companies, and the 株式会社ビー・ワイ・オー employee shareholding association
Disclosing companyMOS FOOD SERVICES,INC.
株式会社ビー・ワイ・オーVoting rights ownership percentageNumber of shares acquired 10,666,667 shares (number of voting rights: 10,666,667)

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

Operation of restaurants

Location Toshima-ku, TokyoShare capital Capital of target companyDate of incorporation 27 July 2015
Net Sales¥18,380 million (fiscal year ended March 2026)
Operating profit¥534 million (fiscal year ended March 2026)
Net income for the current fiscal year¥411 million (fiscal year ended March 2026)
Net assets¥3,301 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥11,197 million
Impact on Business Performance

The transaction is expected to contribute to the Company's performance over the medium to long term. The impact on the Company's consolidated results for the current fiscal year will be disclosed when a matter requiring disclosure becomes known.

Procedures and assumptions
Management structure after acquisitionFollowing the transaction, 株式会社ビー・ワイ・オー will become a consolidated subsidiary of the Company. The company name, representative, and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameThis transaction (share acquisition)
Counterparty nameWIN1号投資事業有限責任組合, WIN3号投資事業有限責任組合, WIN戦略投資1号投資事業有限責任組合, クレアシオン・ホールディングス株式会社, WINプリンシパル投資事業組合, 日本ケンタッキー・フライド・チキン株式会社, 3 individual shareholders from the founding family, 6 individual shareholders, 10 companies, and the 株式会社ビー・ワイ・オー employee shareholding association
Name of the Subject Company株式会社ビー・ワイ・オー
Business Description of the Subject CompanyOperation of restaurants
Location of the Subject CompanyToshima-ku, Tokyo
Capital Stock of the Subject CompanyCapital of target company
Date of Establishment of the Subject Company27 July 2015
Net Sales of the Subject Company¥18,380 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥534 million (fiscal year ended March 2026)
Net Income of the Subject Company¥411 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥3,301 million (fiscal year ended March 2026)
Acquisition price¥11,197 million
Number of shares acquired10,666,667 shares (number of voting rights: 10,666,667)
Voting rights ownership percentageBefore 0% → after 100.0%
Impact on Business PerformanceThe transaction is expected to contribute to the Company's performance over the medium to long term. The impact on the Company's consolidated results for the current fiscal year will be disclosed when a matter requiring disclosure becomes known.
Date of board resolution24 June 2026
Contract Date30 June 2026
Execution Date / Effective Date31 July 2026 (planned)
Management structure after acquisitionFollowing the transaction, 株式会社ビー・ワイ・オー will become a consolidated subsidiary of the Company. The company name, representative, and treatment of employees: not disclosed
Items this document does not state (13)
Expenses 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)Valuation methodologyIndependent 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 Company intends to strengthen its business platform and create synergies by combining its franchise operation capabilities, store development capabilities, logistics and procurement functions, and overseas business platform with 株式会社ビー・ワイ・オー's brand strength in Japanese cuisine, store operation expertise, and business platform in Taiwan. The Company expects to accelerate new store openings and franchise expansion, pursue joint promotions and procurement, optimize the supply chain, and expand opportunities for overseas 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.
Notice Regarding the Acquisition of Shares in 株式会社ビー・ワイ・オー (Making It a Subsidiary) | MOS FOOD SERVICES,INC. (8153) timely disclosure | Komori