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How definitive the wording is.This transaction
This mergerCounterparty (target company)デリカ食品株式会社
Disclosing companyMaxvalu Tokai Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Manufacture of sushi, prepared rice dishes, prepared foods and related products
Location Matsusaka, Mie PrefectureShare capital ¥20 millionDate of incorporation 11 July 1969
Net SalesOperating revenue: ¥4,995 million (as of 28 February 2026)
Operating profitOperating profit: ¥308 million (as of 28 February 2026)
Net income for the current fiscal yearNet income: ¥205 million (as of 28 February 2026)
Net assetsNet assets: ¥1,505 million (as of 28 February 2026)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no cash or other consideration will be paid)
Type of ConsiderationNo consideration (no new shares will be issued and no cash or other consideration will be paid)
Impact on Business Performance
There will be no impact on the consolidated financial results of the Company.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be carried out without obtaining approval at a shareholders' meeting, as a simplified merger under Article 796, paragraph 2 of the Companies Act and a short-form merger under Article 784, paragraph 1.
Management structure after acquisitionThere will be no changes to the Company's name, location, title or name of its representative, business activities, stated capital or fiscal year-end as a result of this merger. デリカ食品株式会社 will be dissolved.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | デリカ食品株式会社 |
| Name of the Subject Company | デリカ食品株式会社 |
| Business Description of the Subject Company | Manufacture of sushi, prepared rice dishes, prepared foods and related products |
| Location of the Subject Company | Matsusaka, Mie Prefecture |
| Capital Stock of the Subject Company | ¥20 million |
| Date of Establishment of the Subject Company | 11 July 1969 |
| Net Sales of the Subject Company | Operating revenue: ¥4,995 million (as of 28 February 2026) |
| Operating Profit of the Subject Company | Operating profit: ¥308 million (as of 28 February 2026) |
| Net Income of the Subject Company | Net income: ¥205 million (as of 28 February 2026) |
| Net Assets of the Subject Company | Net assets: ¥1,505 million (as of 28 February 2026) |
| Acquisition price | Not applicable (no new shares will be issued and no cash or other consideration will be paid) |
| Type of Consideration | No consideration (no new shares will be issued and no cash or other consideration will be paid) |
| Voting rights ownership percentage | Before 100.0% (as of 28 February 2026) (after not disclosed) |
| Impact on Business Performance | There will be no impact on the consolidated financial results of the Company. |
| Date of board resolution | 18 June 2026 |
| Contract Date | 18 June 2026 |
| Execution Date / Effective Date | 1 September 2026 (予定) |
| Conditions Precedent to Execution | The merger will be carried out without obtaining approval at a shareholders' meeting, as a simplified merger under Article 796, paragraph 2 of the Companies Act and a short-form merger under Article 784, paragraph 1. |
| Management structure after acquisition | There will be no changes to the Company's name, location, title or name of its representative, business activities, stated capital or fiscal year-end as a result of this merger. デリカ食品株式会社 will be dissolved. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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 merger is intended to strengthen coordination with the fresh foods and delicatessen divisions and enhance product capabilities by concentrating and streamlining management resources across the business as a whole.
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