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M&A and Subsidiary Changes9301Mitsubishi Logistics CorporationTransportation and Logistics

Notice Regarding the Acquisition of Shares in Hankyu Hanshin Express Co., Ltd. and Its Conversion into a Consolidated Subsidiary

Mitsubishi Logistics Corporation has entered into an agreement with Hankyu Hanshin Holdings to acquire all shares of Hankyu Hanshin Express Co., Ltd. and make it a consolidated subsidiary in which it will hold 100% of the voting rights. The share transfer is scheduled to be completed in the fourth quarter of fiscal 2026, subject to obtaining regulatory approvals and other conditions.

Worth reading
53Recurring
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
121337
¥ million (approximate total amount)
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
CounterpartyHankyu Hanshin Holdings,Inc.
Disclosing companyMitsubishi Logistics Corporation
Hankyu Hanshin Express Co., Ltd.Voting rights ownership percentageNumber of shares acquired 10,910 shares (number of voting rights: 10,910)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Contract Date30 October 2026
Execution Date / Effective DateFourth quarter of fiscal 2026 (scheduled)
Target company

Freight forwarding, customs brokerage, warehousing, trucking, import and export trading and agency services, and medical device manufacturing

Location Kita-ku, Osaka CityShare capital ¥100 million (as of 31 March 2026)Date of incorporation 12 May 1999
Net Sales¥45,454 million (fiscal year ended March 2026, operating revenue)
Operating profit¥713 million (fiscal year ended March 2026)
Net income for the current fiscal year¥2,942 million (fiscal year ended March 2026)
Net assets¥22,991 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥120,110 million
Expenses other than the acquisition priceAdvisory fees, etc.: ¥1,227 million (estimated amount)
Impact on Business Performance

The impact of this share acquisition on our consolidated results is currently under review. If any matters requiring disclosure arise, we will disclose them promptly.

Procedures and assumptions
Conditions Precedent to ExecutionObtaining approvals and licenses from the relevant authorities and satisfying other conditions precedent stipulated in the share transfer agreement
Management structure after acquisitionHankyu Hanshin Express Co., Ltd. is scheduled to become a consolidated subsidiary of the Company from the fiscal year ending March 2027. Trade name, representative and employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameHankyu Hanshin Holdings,Inc.
Name of the Subject CompanyHankyu Hanshin Express Co., Ltd.
Business Description of the Subject CompanyFreight forwarding, customs brokerage, warehousing, trucking, import and export trading and agency services, and medical device manufacturing
Location of the Subject CompanyKita-ku, Osaka City
Capital Stock of the Subject Company¥100 million (as of 31 March 2026)
Date of Establishment of the Subject Company12 May 1999
Net Sales of the Subject Company¥45,454 million (fiscal year ended March 2026, operating revenue)
Operating Profit of the Subject Company¥713 million (fiscal year ended March 2026)
Net Income of the Subject Company¥2,942 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥22,991 million (fiscal year ended March 2026)
Acquisition price¥120,110 million
Expenses other than the acquisition priceAdvisory fees, etc.: ¥1,227 million (estimated amount)
Number of shares acquired10,910 shares (number of voting rights: 10,910)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe impact of this share acquisition on our consolidated results is currently under review. If any matters requiring disclosure arise, we will disclose them promptly.
Contract Date30 October 2026
Execution Date / Effective DateFourth quarter of fiscal 2026 (scheduled)
Conditions Precedent to ExecutionObtaining approvals and licenses from the relevant authorities and satisfying other conditions precedent stipulated in the share transfer agreement
Management structure after acquisitionHankyu Hanshin Express Co., Ltd. is scheduled to become a consolidated subsidiary of the Company from the fiscal year ending March 2027. Trade name, representative and employee treatment: Not disclosed
Items this document does not state (12)
Type of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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 purpose is to incorporate the global network and expertise in international transportation held by Hankyu Hanshin Express Co., Ltd., thereby strengthening regional and industry-specific capabilities and expanding the business. Another reason is to leverage the complementary strengths and synergies of the two companies to accelerate the global expansion of total logistics services.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in Hankyu Hanshin Express Co., Ltd. and Its Conversion into a Consolidated Subsidiary | Mitsubishi Logistics Corporation (9301) timely disclosure | Komori