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M&A and Subsidiary Changes9304Shibusawa Logistics CorporationTransportation and Logistics

Notice of Execution of a Share Transfer Agreement for the Acquisition of Shares and Other Equity Securities (Making the Company a Subsidiary)

澁澤倉庫 has entered into an agreement to acquire all 2,000 shares of 名鉄ワールドトランスポート from Nagoya Railroad Co., Ltd. and make it a wholly owned subsidiary, effective 29 May 2026 (予定). Following the acquisition, the company is予定 to change its corporate name to 「澁澤ワールドトランスポート株式会社」.

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This transaction

Acquisition of Shares and Other Equity Interests (Making a Subsidiary)
CounterpartyNagoya Railroad Co., Ltd.
Disclosing companyShibusawa Logistics Corporation
名鉄ワールドトランスポート株式会社Voting rights ownership percentageNumber of shares acquired 2,000 shares and 2,000 voting rights

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

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

Customs brokerage, freight forwarding, import and export trade administration services, warehousing, non-life insurance agency services, the sale, import and export of various products, and all businesses incidental or related to the foregoing

Location Chiyoda-ku, TokyoShare capital ¥100 millionDate of incorporation 1 April 2022
Net Sales¥5,841 million (fiscal year ended March 2025)
Operating profitOperating loss of ¥564 million (fiscal year ended March 2025)
Net income for the current fiscal yearNet loss of ¥1,626 million (fiscal year ended March 2025)
Net assetsNet assets of negative ¥1,950 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceThe acquisition price will not be disclosed pursuant to the agreement between the parties.
Amount of extraordinary income (loss)Impairment loss of ¥1,065 million (fiscal year ended March 2025)
Impact on Business Performance

The impact of this transaction on the Company's consolidated results for the current fiscal year and subsequent fiscal years is currently under review. The Company will promptly make an announcement if any matter requiring disclosure arises.

Procedures and assumptions
Management structure after acquisitionOn 29 May 2026, the corporate name is予定 to be changed to 「澁澤ワールドトランスポート株式会社」, and the corporate names of its 3 overseas subsidiaries are also予定 to be changed. Following the acquisition of shares and other equity interests, Representative Director and President Sakamoto Atsushi (坂本敦) is予定 to return to Nagoya Railroad Co., Ltd. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of Shares and Other Equity Interests (Making a Subsidiary)
Counterparty nameNagoya Railroad Co., Ltd.
Name of the Subject Company名鉄ワールドトランスポート株式会社
Business Description of the Subject CompanyCustoms brokerage, freight forwarding, import and export trade administration services, warehousing, non-life insurance agency services, the sale, import and export of various products, and all businesses incidental or related to the foregoing
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company1 April 2022
Net Sales of the Subject Company¥5,841 million (fiscal year ended March 2025)
Operating Profit of the Subject CompanyOperating loss of ¥564 million (fiscal year ended March 2025)
Net Income of the Subject CompanyNet loss of ¥1,626 million (fiscal year ended March 2025)
Net Assets of the Subject CompanyNet assets of negative ¥1,950 million (fiscal year ended March 2025)
Acquisition priceThe acquisition price will not be disclosed pursuant to the agreement between the parties.
Number of shares acquired2,000 shares and 2,000 voting rights
Voting rights ownership percentageBefore -% → after 100%
Amount of extraordinary income (loss)Impairment loss of ¥1,065 million (fiscal year ended March 2025)
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results for the current fiscal year and subsequent fiscal years is currently under review. The Company will promptly make an announcement if any matter requiring disclosure arises.
Date of board resolution11 May 2026
Contract Date11 May 2026
Execution Date / Effective Date29 May 2026 (scheduled)
Management structure after acquisitionOn 29 May 2026, the corporate name is予定 to be changed to 「澁澤ワールドトランスポート株式会社」, and the corporate names of its 3 overseas subsidiaries are also予定 to be changed. Following the acquisition of shares and other equity interests, Representative Director and President Sakamoto Atsushi (坂本敦) is予定 to return to Nagoya Railroad Co., Ltd. Employee treatment: Not disclosed
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.

To accelerate growth in its international logistics business, the Company aims to enhance services, expand its networks in North America and Asia, and improve earnings power and shareholder value by combining the target company's specialized expertise and customer base in air and ocean freight forwarding with the logistics infrastructure of its group.

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Notice of Execution of a Share Transfer Agreement for the Acquisition of Shares and Other Equity Securities (Making the Company a Subsidiary) | Shibusawa Logistics Corporation (9304) timely disclosure | Komori