Worth reading
60In 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
150
¥ millionWording
Conditional
How definitive the wording is.This transaction
Acquisition of shares and conversion into a subsidiaryCounterpartyNarita Tsuyoshi (成田 剛), 3 other individual shareholders
Disclosing companySILVER LIFE CO.,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
Ice manufacturing, refrigerated warehousing, frozen food sales, general food sales, real estate leasing and related businesses
Location Minato Ward, Nagoya, Aichi PrefectureShare capital ¥36 millionDate of incorporation 25 March 1960
Net Sales¥103.082 million (fiscal year ended February 2026)
Operating profit¥11.250 million (fiscal year ended February 2026)
Net income for the current fiscal year¥11.271 million (fiscal year ended February 2026)
Net assets¥90.298 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition price¥150 million (予定)
Type of ConsiderationCash
Funding arrangementsInternal funds
Impact on Business Performance
The impact on consolidated results for the fiscal year ending July 2026 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyDetermined after comprehensively considering the target company’s net assets, earnings capacity, equipment held and future cash flows, among other factors
Conditions Precedent to ExecutionSubject to the execution of the final agreement
Management structure after acquisitionFollowing completion of the transfer, the Company plans to transition smoothly to an operating structure led by the Company after a 6-month handover period with the current management team. While maintaining the existing customer base and refrigerated warehouse operating structure, the Company will gradually promote coordination with the Group’s logistics and storage functions.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares and conversion into a subsidiary |
| Counterparty name | Narita Tsuyoshi (成田 剛), 3 other individual shareholders |
| Name of the Subject Company | 成田冷蔵株式会社 |
| Business Description of the Subject Company | Ice manufacturing, refrigerated warehousing, frozen food sales, general food sales, real estate leasing and related businesses |
| Location of the Subject Company | Minato Ward, Nagoya, Aichi Prefecture |
| Capital Stock of the Subject Company | ¥36 million |
| Date of Establishment of the Subject Company | 25 March 1960 |
| Net Sales of the Subject Company | ¥103.082 million (fiscal year ended February 2026) |
| Operating Profit of the Subject Company | ¥11.250 million (fiscal year ended February 2026) |
| Net Income of the Subject Company | ¥11.271 million (fiscal year ended February 2026) |
| Net Assets of the Subject Company | ¥90.298 million (fiscal year ended February 2026) |
| Acquisition price | ¥150 million (予定) |
| Type of Consideration | Cash |
| Number of shares acquired | All issued shares (number of voting rights not stated) |
| Voting rights ownership percentage | Before 0％ → after 100.0％ |
| Funding arrangements | Internal funds |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending July 2026 is expected to be immaterial. |
| Date of board resolution | 15 June 2026 |
| Contract Date | 23 June 2026 (scheduled) |
| Execution Date / Effective Date | 23 June 2026 (scheduled) |
| Valuation methodology | Determined after comprehensively considering the target company’s net assets, earnings capacity, equipment held and future cash flows, among other factors |
| Conditions Precedent to Execution | Subject to the execution of the final agreement |
| Management structure after acquisition | Following completion of the transfer, the Company plans to transition smoothly to an operating structure led by the Company after a 6-month handover period with the current management team. While maintaining the existing customer base and refrigerated warehouse operating structure, the Company will gradually promote coordination with the Group’s logistics and storage functions. |
Items this document does not state (9)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent 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 acquisition is intended to strengthen the Company’s manufacturing, logistics and sales functions in response to growing demand for meal delivery services as Japan’s population ages. Through coordination with 成田冷蔵株式会社’s temperature-controlled logistics and frozen storage capabilities, the Company aims to improve delivery efficiency, its logistics network and its stable supply system.
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