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M&A and Subsidiary Changes9274KPP GROUP HOLDINGS CO.,LTD.Trading & Wholesale

Announcement regarding the acquisition by our consolidated subsidiary Antalis of shares in a paper wholesale business in Central and Eastern Europe from European wholesaler OptiGroup, making it a sub-subsidiary

Antalis, a consolidated subsidiary of the KPP Group, will acquire all shares in 9 companies and business assets in Germany from Papyrus Group, a subsidiary of OptiGroup, relating to paper wholesale operations in Switzerland, Central and Eastern Europe, the Baltic states and other regions. Following the acquisition, the target companies will become indirect subsidiaries of the KPP Group.

Worth reading
68In 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
215
€ million (approximately; FY2025 target business revenue)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of the paper wholesale business in Central and Eastern Europe and other regions under a share and asset transfer agreement (making it an indirect subsidiary)
CounterpartyPapyrus AB
Disclosing companyKPP GROUP HOLDINGS CO.,LTD.
Papyrus Schweiz AG, UAB Papyrus Lietuva (Papyrus Lithuania), Papyrus Sp. Zoo, Papyrus Romania SRL, 5 other companies (details omitted because they do not qualify as specified indirect subsidiaries)Voting rights ownership percentageNumber of shares acquired 59,704 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

Retail and wholesale of paper and paperboard products and other related services. The target business primarily handles paper wholesale, mainly printing paper and office paper.

Location Switzerland, Lithuania, Poland, Romania, Germany (assets belonging to the paper wholesale business), 5 other companies: Not disclosedShare capital Papyrus Schweiz AG:CHF 4,000,000, UAB Papyrus Lietuva:EUR 2,797,439.58, Papyrus Sp. Zoo:PLN 12,106,500, Papyrus Romania SRL:RON 14,113,900.00Date of incorporation Papyrus Schweiz AG:19 December, 1983, UAB Papyrus Lietuva:24 November, 1997, Papyrus Sp. Zoo:17 December, 1991, Papyrus Romania SRL:22 August 2007
Net SalesTarget business: approximately €215 million for FY2025. Separately disclosed figures: Papyrus Schweiz AG: CHF 71,901 thousand for the fiscal year ended December 2025; UAB Papyrus Lietuva: EUR 12,666 thousand for the fiscal year ended December 2025; Papyrus Sp. Zoo: PLN 112,116 thousand for the fiscal year ended December 2025; Papyrus Romania SRL: RON 93,726 thousand for the fiscal year ended December 2025.
Net assetsThe financial statements use the term “total equity.” For the fiscal year ended December 2025: Papyrus Schweiz AG: CHF 4,621 thousand; UAB Papyrus Lietuva: EUR 3,202 thousand; Papyrus Sp. Zoo: PLN 12,106 thousand; Papyrus Romania SRL: RON 8,514 thousand. The term “net assets” is Not disclosed.
Consideration and expenses
Acquisition priceThe acquisition price will not be disclosed due to confidentiality obligations with the counterparty, but is less than 15% of consolidated net assets at the end of the fiscal year ending March 2026.
Impact on Business Performance

The Company expects the impact of this transaction on consolidated results for the current fiscal year to be limited, but believes that it will contribute to enhancing the corporate value of the Company Group over the medium to long term.

Procedures and assumptions
Valuation methodologyDetermined after discussions between the two companies based on operating performance, financial condition and the results of due diligence by a third-party institution.
Conditions Precedent to ExecutionSatisfaction of customary closing conditions and receipt of competition law approval in certain European countries.
This transaction
ItemDetails
Transaction nameAcquisition of the paper wholesale business in Central and Eastern Europe and other regions under a share and asset transfer agreement (making it an indirect subsidiary)
Counterparty namePapyrus AB
Name of the Subject CompanyPapyrus Schweiz AG, UAB Papyrus Lietuva (Papyrus Lithuania), Papyrus Sp. Zoo, Papyrus Romania SRL, 5 other companies (details omitted because they do not qualify as specified indirect subsidiaries)
Business Description of the Subject CompanyRetail and wholesale of paper and paperboard products and other related services. The target business primarily handles paper wholesale, mainly printing paper and office paper.
Location of the Subject CompanySwitzerland, Lithuania, Poland, Romania, Germany (assets belonging to the paper wholesale business), 5 other companies: Not disclosed
Capital Stock of the Subject CompanyPapyrus Schweiz AG:CHF 4,000,000, UAB Papyrus Lietuva:EUR 2,797,439.58, Papyrus Sp. Zoo:PLN 12,106,500, Papyrus Romania SRL:RON 14,113,900.00
Date of Establishment of the Subject CompanyPapyrus Schweiz AG:19 December, 1983, UAB Papyrus Lietuva:24 November, 1997, Papyrus Sp. Zoo:17 December, 1991, Papyrus Romania SRL:22 August 2007
Net Sales of the Subject CompanyTarget business: approximately €215 million for FY2025. Separately disclosed figures: Papyrus Schweiz AG: CHF 71,901 thousand for the fiscal year ended December 2025; UAB Papyrus Lietuva: EUR 12,666 thousand for the fiscal year ended December 2025; Papyrus Sp. Zoo: PLN 112,116 thousand for the fiscal year ended December 2025; Papyrus Romania SRL: RON 93,726 thousand for the fiscal year ended December 2025.
Net Assets of the Subject CompanyThe financial statements use the term “total equity.” For the fiscal year ended December 2025: Papyrus Schweiz AG: CHF 4,621 thousand; UAB Papyrus Lietuva: EUR 3,202 thousand; Papyrus Sp. Zoo: PLN 12,106 thousand; Papyrus Romania SRL: RON 8,514 thousand. The term “net assets” is Not disclosed.
Acquisition priceThe acquisition price will not be disclosed due to confidentiality obligations with the counterparty, but is less than 15% of consolidated net assets at the end of the fiscal year ending March 2026.
Number of shares acquired59,704 shares. Number of voting rights: Not disclosed.
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe Company expects the impact of this transaction on consolidated results for the current fiscal year to be limited, but believes that it will contribute to enhancing the corporate value of the Company Group over the medium to long term.
Date of board resolution2 October 2026
Contract Date2 October 2026
Execution Date / Effective DateFrom 20 December 2026 through 31 March 2027 (planned)
Valuation methodologyDetermined after discussions between the two companies based on operating performance, financial condition and the results of due diligence by a third-party institution.
Conditions Precedent to ExecutionSatisfaction of customary closing conditions and receipt of competition law approval in certain European countries.
Items this document does not state (14)
Operating Profit of the Subject CompanyNet Income 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)Independent 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.

To integrate the target business’s customer base, sales network and logistics infrastructure with Antalis’s existing operations, thereby strengthening its sales capabilities and business platform. The company has determined that the transaction will enhance Antalis’s competitiveness, strengthen its business platform in the European market and contribute to higher corporate value over the medium to long term.

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Announcement regarding the acquisition by our consolidated subsidiary Antalis of shares in a paper wholesale business in Central and Eastern Europe from European wholesaler OptiGroup, making it a sub-subsidiary | KPP GROUP HOLDINGS CO.,LTD. (9274) timely disclosure | Komori