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M&A and Subsidiary Changes9145BEING HOLDINGS CO.,LTD.Transportation and Logistics

Notice Regarding the Acquisition of Shares in 有限会社ジェイユウ軽送 and Its Conversion into a Subsidiary

BEING HOLDINGS CO.,LTD. has decided to acquire 120 shares in 有限会社ジェイユウ軽送, representing 100% ownership, and make it a subsidiary. The agreement is scheduled to be signed and the share transfer completed on 31 July 2026.

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
100
% (ownership stake after acquisition)
Wording
Definitive
How definitive the wording is.

This transaction

This share acquisition
CounterpartyNakayama Junji (中山 順二)
Disclosing companyBEING HOLDINGS CO.,LTD.
有限会社ジェイユウ軽送Voting rights ownership percentageNumber of shares acquired 120 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.

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

General freight transportation business

Location Murakami, Niigata PrefectureShare capital ¥6 millionDate of incorporation 12 April 2002
Net Sales¥382 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot disclosed by agreement with the seller
Impact on Business Performance

The Company has determined that the impact of this share acquisition on its consolidated results will be minor.

Procedures and assumptions
Management structure after acquisitionFollowing the acquisition, the Company plans to share management resources with 有限会社ジェイユウ軽送. The trade name, representative and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameNakayama Junji (中山 順二)
Name of the Subject Company有限会社ジェイユウ軽送
Business Description of the Subject CompanyGeneral freight transportation business
Location of the Subject CompanyMurakami, Niigata Prefecture
Capital Stock of the Subject Company¥6 million
Date of Establishment of the Subject Company12 April 2002
Net Sales of the Subject Company¥382 million (fiscal year ended March 2026)
Acquisition priceNot disclosed by agreement with the seller
Number of shares acquired120 shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 0.0% → after 100%
Impact on Business PerformanceThe Company has determined that the impact of this share acquisition on its consolidated results will be minor.
Date of board resolution27 July 2026 (deemed resolution under Article 370 of the Companies Act)
Contract Date31 July 2026 (planned)
Execution Date / Effective Date31 July 2026 (planned)
Management structure after acquisitionFollowing the acquisition, the Company plans to share management resources with 有限会社ジェイユウ軽送. The trade name, representative and treatment of employees are Not disclosed
Items this document does not state (16)
Operating 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 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 acquisition is intended to incorporate 有限会社ジェイユウ軽送's customer base and locally focused food transportation operations into the Group's growth strategy for logistics specializing in daily necessities and its nationwide expansion. Following the acquisition, the companies plan to share management resources and seek to enhance corporate value.

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Notice Regarding the Acquisition of Shares in 有限会社ジェイユウ軽送 and Its Conversion into a Subsidiary | BEING HOLDINGS CO.,LTD. (9145) timely disclosure | Komori