Worth reading
40Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
510
Shares in the newly established companyWording
Conditional
How definitive the wording is.This transaction
This company demerger and this share transferCounterparty株式会社外林
Disclosing companyMrMax Holdings Ltd.
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
Confectionery sales business
Location Higashi Ward, Fukuoka City, Fukuoka PrefectureShare capital ¥10 millionDate of incorporation 1 December 2026 (scheduled)
Net Sales¥508 million (fiscal year ended February 2026, business to be demerged)
Consideration and expenses
Acquisition priceThe transfer price is not disclosed due to the confidentiality obligations between the parties.
Type of ConsiderationCash (transfer price undisclosed; a fair price is expected to be determined)
Impact on Business Performance
The impact of this company demerger on the Company's consolidated results for the fiscal year ending February 2027 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyA fair price is expected to be determined through negotiations with the counterparty to the share transfer.
Management structure after acquisitionThe new company will be named 株式会社おかしばっかし (planned), and its representative director and president will be Ueda Nobutaka (上田 展貴). 株式会社外林 will supply products, while the Company's Group expertise will be used for store operations. There will be no changes to the name, head office location, representative, business activities, capital or fiscal year-end of the demerged company. Employee treatment is undisclosed.
| Item | Details |
|---|---|
| Transaction name | This company demerger and this share transfer |
| Counterparty name | 株式会社外林 |
| Name of the Subject Company | 株式会社おかしばっかし (planned) |
| Business Description of the Subject Company | Confectionery sales business |
| Location of the Subject Company | Higashi Ward, Fukuoka City, Fukuoka Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 1 December 2026 (scheduled) |
| Net Sales of the Subject Company | ¥508 million (fiscal year ended February 2026, business to be demerged) |
| Acquisition price | The transfer price is not disclosed due to the confidentiality obligations between the parties. |
| Type of Consideration | Cash (transfer price undisclosed; a fair price is expected to be determined) |
| Number of shares acquired | 510 shares (number of voting rights not stated) |
| Voting rights ownership percentage | Before 100％ → after 49％ |
| Impact on Business Performance | The impact of this company demerger on the Company's consolidated results for the fiscal year ending February 2027 is expected to be immaterial. |
| Date of board resolution | 6 August 2026 |
| Contract Date | 31 August 2026 (planned) |
| Execution Date / Effective Date | Effective date of the incorporation-type company split (date of establishment of the new company): 1 December 2026 (planned). Completion date of the share transfer: December 2026 (planned) |
| Valuation methodology | A fair price is expected to be determined through negotiations with the counterparty to the share transfer. |
| Management structure after acquisition | The new company will be named 株式会社おかしばっかし (planned), and its representative director and president will be Ueda Nobutaka (上田 展貴). 株式会社外林 will supply products, while the Company's Group expertise will be used for store operations. There will be no changes to the name, head office location, representative, business activities, capital or fiscal year-end of the demerged company. Employee treatment is undisclosed. |
Items this document does not state (14)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger 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 parties intend to combine 株式会社外林's product supply capabilities with the Group's store operation expertise and make effective use of their respective management resources and strengths. This is expected to accelerate decision-making, enable more flexible business operations and enhance business value.
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