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M&A and Subsidiary Changes8281XEBIO holdings CO.,LTD.Retail

Notice Regarding the Acquisition of Shares in Drummond Golf Pty Ltd of Australia (Making It a Subsidiary)

Xebio Holdings has decided to acquire all shares in Australian golf equipment retailer Drummond Golf Pty Ltd and make it a subsidiary in April 2027. However, the share transfer agreement has not yet been executed, and the acquisition price and execution date remain undecided.

Worth reading
49Recurring
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
100
More than ¥10 billion (DG Group revenue for the fiscal year ended June 2025)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares in this transaction
Disclosing companyXEBIO holdings CO.,LTD.
Drummond Golf Pty LtdVoting rights ownership percentageNumber of shares acquired All issued shares of DG (number of voting rights: under confirmation)

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.White points represent dates designated as scheduled dates in the document.
Contract DateUndecided as of this date
Target company

Golf equipment retail, franchise operations, wholesale operations, simulator-related business, and e-commerce operations

Location Commonwealth of AustraliaShare capital A$112 (approximately ¥12 thousand)Date of incorporation 8 October 2002
Net SalesMore than ¥10 billion (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceThe acquisition price is not being disclosed at this time. When the share transfer agreement is executed, the terms of the agreement, including the acquisition price, will be finalized, and timely disclosure will be made again.
Impact on Business Performance

The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial. The impact on consolidated results from the fiscal year ending March 2028 onward is currently under review.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the reorganization of the DG Group, a change in the fiscal year-end, and satisfaction of other conditions precedent stipulated in the share transfer agreement
Management structure after acquisitionDG is expected to become a consolidated subsidiary of the Company. Following the acquisition, the companies will pursue collaboration in product sourcing, reciprocal development of private-brand products, the use of e-commerce and digital technologies, and store operations. The corporate name, representative and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares in this transaction
Name of the Subject CompanyDrummond Golf Pty Ltd
Business Description of the Subject CompanyGolf equipment retail, franchise operations, wholesale operations, simulator-related business, and e-commerce operations
Location of the Subject CompanyCommonwealth of Australia
Capital Stock of the Subject CompanyA$112 (approximately ¥12 thousand)
Date of Establishment of the Subject Company8 October 2002
Net Sales of the Subject CompanyMore than ¥10 billion (fiscal year ended June 2025)
Acquisition priceThe acquisition price is not being disclosed at this time. When the share transfer agreement is executed, the terms of the agreement, including the acquisition price, will be finalized, and timely disclosure will be made again.
Number of shares acquiredAll issued shares of DG (number of voting rights: under confirmation)
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial. The impact on consolidated results from the fiscal year ending March 2028 onward is currently under review.
Date of board resolution15 May 2026
Contract DateUndecided as of this date
Execution Date / Effective DateApril 2027 (予定)
Conditions Precedent to ExecutionCompletion of the reorganization of the DG Group, a change in the fiscal year-end, and satisfaction of other conditions precedent stipulated in the share transfer agreement
Management structure after acquisitionDG is expected to become a consolidated subsidiary of the Company. Following the acquisition, the companies will pursue collaboration in product sourcing, reciprocal development of private-brand products, the use of e-commerce and digital technologies, and store operations. The corporate name, representative and treatment of employees are Not disclosed
Items this document does not state (16)
Counterparty nameOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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 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 aim is to acquire a business expected to achieve stable growth in APAC, particularly Australia, and expand consolidated revenue. In addition, by combining DG's store network, customer base and brand recognition in Australia with the Group's product sourcing capabilities, negotiating strength with manufacturers, private-brand product development capabilities, store operation expertise, and e-commerce and digital expertise, the Group aims to drive DG's growth and improve its profitability while expanding its overseas retail business.

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Notice Regarding the Acquisition of Shares in Drummond Golf Pty Ltd of Australia (Making It a Subsidiary) | XEBIO holdings CO.,LTD. (8281) timely disclosure | Komori