Komori
M&A and Subsidiary Changes9069SENKO Group Holdings Co.,Ltd.Transportation and Logistics

Notice Regarding the Acquisition of Shares in Umiosロジ株式会社 (Making It a Subsidiary)

センコーグループホールディングス has decided to acquire 51.00% of the common shares of Umiosロジ株式会社, making it a consolidated subsidiary. The acquisition is scheduled to be completed on 1 September 2026, subject to approval by the relevant authorities and other conditions.

Worth reading
56In focus
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
4890
¥ million (expected)
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyUmios株式会社
Disclosing companySENKO Group Holdings Co.,Ltd.
Umiosロジ株式会社Voting rights ownership percentageNumber of shares acquired 4,386 shares (number of voting rights: 4,386)

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.
Target company

Temperature-controlled logistics business (refrigerated warehousing, freight forwarding and customs brokerage)

Location Chuo-ku, TokyoShare capital ¥430 millionDate of incorporation 16 October 2002
Net Sales¥25,352 million (fiscal year ended March 2025)
Operating profit¥2,524 million (fiscal year ended March 2025)
Net income for the current fiscal year¥1,546 million (fiscal year ended March 2025)
Net assets¥9,351 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥4,890 million (expected)
Type of ConsiderationCash
Impact on Business Performance

Currently under review

Procedures and assumptions
Conditions Precedent to ExecutionClearance by competition authorities in Japan and other countries, as well as approval by the relevant authorities and other approvals required under applicable laws and regulations
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameUmios株式会社
Name of the Subject CompanyUmiosロジ株式会社
Business Description of the Subject CompanyTemperature-controlled logistics business (refrigerated warehousing, freight forwarding and customs brokerage)
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥430 million
Date of Establishment of the Subject Company16 October 2002
Net Sales of the Subject Company¥25,352 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥2,524 million (fiscal year ended March 2025)
Net Income of the Subject Company¥1,546 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥9,351 million (fiscal year ended March 2025)
Acquisition price¥4,890 million (expected)
Type of ConsiderationCash
Number of shares acquired4,386 shares (number of voting rights: 4,386)
Voting rights ownership percentageBefore 0.00% → after 51.00%
Impact on Business PerformanceCurrently under review
Date of board resolution11 May 2026
Contract Date11 May 2026
Execution Date / Effective Date1 September 2026 (予定)
Conditions Precedent to ExecutionClearance by competition authorities in Japan and other countries, as well as approval by the relevant authorities and other approvals required under applicable laws and regulations
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 periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

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 acquisition is intended to create synergies by combining Umiosロジ株式会社’s customer base, operating expertise and warehouse capacity in temperature-controlled logistics with the Group’s transportation and delivery network, sales platform and human resources, thereby strengthening the temperature-controlled logistics business, acquiring new customers, expanding third-party logistics services and facilitating the mutual use of operating sites.

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Notice Regarding the Acquisition of Shares in Umiosロジ株式会社 (Making It a Subsidiary) | SENKO Group Holdings Co.,Ltd. (9069) timely disclosure | Komori