Komori
M&A and Subsidiary Changes8167RETAIL PARTNERS CO.,LTD.Retail

Notice Regarding the Acquisition of Shares by Our Consolidated Subsidiary

Our consolidated subsidiary Marumiya Store acquired all shares of 日髙ホールディングス and made the company and its wholly owned subsidiary, 惣栄食品, wholly owned subsidiaries. The share transfer agreement was executed on 7 August 2026, and the acquisition of the shares was completed on 21 August.

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This transaction

Share Acquisition
Disclosing companyRETAIL PARTNERS CO.,LTD.
株式会社日髙ホールディングス, 株式会社惣栄食品Voting rights ownership percentageNumber of shares acquired 100 shares (number of voting rights: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

株式会社日髙ホールディングス Management of subsidiaries / 株式会社惣栄食品 Prepared-foods manufacturing

Location 株式会社日髙ホールディングス Kawaminami Town, Koyu District, Miyazaki Prefecture / 株式会社惣栄食品 Kawaminami Town, Koyu District, Miyazaki PrefectureShare capital 株式会社日髙ホールディングス ¥5 million / 株式会社惣栄食品 ¥5 millionDate of incorporation 株式会社日髙ホールディングス 3 April 2023 / 株式会社惣栄食品 1 April 1991
Net Sales株式会社日髙ホールディングス ¥0 million (fiscal year ended March 2026) / 株式会社惣栄食品 ¥911 million (fiscal year ended March 2026)
Operating profit株式会社日髙ホールディングス ¥0 million operating loss (fiscal year ended March 2026) / 株式会社惣栄食品 ¥94 million (fiscal year ended March 2026)
Net income for the current fiscal year株式会社日髙ホールディングス ¥49 million (fiscal year ended March 2026) / 株式会社惣栄食品 ¥64 million (fiscal year ended March 2026)
Net assets株式会社日髙ホールディングス ¥142 million (as of 31 March 2026) / 株式会社惣栄食品 ¥327 million (as of 31 March 2026)
Consideration and expenses
Acquisition priceNot disclosed
Impact on Business Performance

The impact on our consolidated results from this share acquisition by a subsidiary is immaterial

Procedures and assumptions
Valuation methodologyAppropriate share valuation by a third-party institution (specific valuation method: Not disclosed)
Independent valuation institutionThird-party institution (name Not disclosed)
Management structure after acquisition日髙ホールディングス and 惣栄食品 will become wholly owned subsidiaries of our company. Changes to the corporate names and the treatment of the representatives and employees: Not disclosed
This transaction
ItemDetails
Transaction nameShare Acquisition
Name of the Subject Company株式会社日髙ホールディングス, 株式会社惣栄食品
Business Description of the Subject Company株式会社日髙ホールディングス Management of subsidiaries / 株式会社惣栄食品 Prepared-foods manufacturing
Location of the Subject Company株式会社日髙ホールディングス Kawaminami Town, Koyu District, Miyazaki Prefecture / 株式会社惣栄食品 Kawaminami Town, Koyu District, Miyazaki Prefecture
Capital Stock of the Subject Company株式会社日髙ホールディングス ¥5 million / 株式会社惣栄食品 ¥5 million
Date of Establishment of the Subject Company株式会社日髙ホールディングス 3 April 2023 / 株式会社惣栄食品 1 April 1991
Net Sales of the Subject Company株式会社日髙ホールディングス ¥0 million (fiscal year ended March 2026) / 株式会社惣栄食品 ¥911 million (fiscal year ended March 2026)
Operating Profit of the Subject Company株式会社日髙ホールディングス ¥0 million operating loss (fiscal year ended March 2026) / 株式会社惣栄食品 ¥94 million (fiscal year ended March 2026)
Net Income of the Subject Company株式会社日髙ホールディングス ¥49 million (fiscal year ended March 2026) / 株式会社惣栄食品 ¥64 million (fiscal year ended March 2026)
Net Assets of the Subject Company株式会社日髙ホールディングス ¥142 million (as of 31 March 2026) / 株式会社惣栄食品 ¥327 million (as of 31 March 2026)
Acquisition priceNot disclosed
Number of shares acquired100 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact on our consolidated results from this share acquisition by a subsidiary is immaterial
Date of board resolution4 August 2026
Contract Date7 August 2026
Execution Date / Effective Date21 August 2026 (share acquisition completed)
Valuation methodologyAppropriate share valuation by a third-party institution (specific valuation method: Not disclosed)
Independent valuation institutionThird-party institution (name Not disclosed)
Management structure after acquisition日髙ホールディングス and 惣栄食品 will become wholly owned subsidiaries of our company. Changes to the corporate names and the treatment of the representatives and employees: Not disclosed
Items this document does not state (12)
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)Special 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.

惣栄食品 is a prepared-foods manufacturer with the largest market share in Miyazaki Prefecture. The acquisition is intended to further strengthen the management foundation it has built, improve logistics efficiency by leveraging the management resources and expertise of our Group, and provide better products.

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Notice Regarding the Acquisition of Shares by Our Consolidated Subsidiary | RETAIL PARTNERS CO.,LTD. (8167) timely disclosure | Komori