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M&A and Subsidiary Changes9319Chuo Warehouse Co.,Ltd.Transportation and Logistics

Notice Regarding the Acquisition of a Portion of Shares (Making the Company a Subsidiary)

中央倉庫 will acquire 700,000 shares of タカラ物流システム from TAKARA HOLDINGS INC., representing 70% of the voting rights, and make the company a subsidiary. The share transfer is scheduled to be completed on 1 April 2027, and the acquisition price is approximately ¥6,115 million (¥6,115 million).

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
6115
¥ million (approximate total amount)
Wording
Conditional
How definitive the wording is.

This transaction

Partial acquisition of shares (making the company a subsidiary)
CounterpartyTAKARA HOLDINGS INC.
Disclosing companyChuo Warehouse Co.,Ltd.
タカラ物流システム株式会社Voting rights ownership percentageNumber of shares acquired 700,000 shares (number of voting rights: 700,000)

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

Transportation, warehousing, distribution processing, e-commerce and promotional goods logistics, non-life insurance, and leasing

Location Kyotanabe, Kyoto PrefectureShare capital ¥50 millionDate of incorporation 27 April 1944
Net Sales¥12,649 million (fiscal year ended March 2026)
Operating profit¥676 million (fiscal year ended March 2026)
Net income for the current fiscal year¥869 million (fiscal year ended March 2026; net income attributable to owners of the parent)
Net assets¥2,550 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceTotal (approximate amount): ¥6,115 million. Breakdown: ¥5,985 million for common shares of タカラ物流システム株式会社, plus other expenses and related costs. The final acquisition price is expected to be the amount after adjustment under the price adjustment provisions.
Impact on Business Performance

No changes will be made to the consolidated earnings forecast for the fiscal year ending March 2027. The impact on consolidated earnings from the following fiscal year onward is currently under review.

Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the review by the Japan Fair Trade Commission in connection with the filing required under the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Antimonopoly Act)
Management structure after acquisitionThe policy is to develop the business after it joins the Company’s group and, while maintaining the logistics operations of the TAKARA HOLDINGS INC. group, expand those operations to other companies. The trade name, representative and treatment of employees have not been disclosed.
This transaction
ItemDetails
Transaction namePartial acquisition of shares (making the company a subsidiary)
Counterparty nameTAKARA HOLDINGS INC.
Name of the Subject Companyタカラ物流システム株式会社
Business Description of the Subject CompanyTransportation, warehousing, distribution processing, e-commerce and promotional goods logistics, non-life insurance, and leasing
Location of the Subject CompanyKyotanabe, Kyoto Prefecture
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company27 April 1944
Net Sales of the Subject Company¥12,649 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥676 million (fiscal year ended March 2026)
Net Income of the Subject Company¥869 million (fiscal year ended March 2026; net income attributable to owners of the parent)
Net Assets of the Subject Company¥2,550 million (fiscal year ended March 2026)
Acquisition priceTotal (approximate amount): ¥6,115 million. Breakdown: ¥5,985 million for common shares of タカラ物流システム株式会社, plus other expenses and related costs. The final acquisition price is expected to be the amount after adjustment under the price adjustment provisions.
Number of shares acquired700,000 shares (number of voting rights: 700,000)
Voting rights ownership percentageBefore ―% → after 70%
Impact on Business PerformanceNo changes will be made to the consolidated earnings forecast for the fiscal year ending March 2027. The impact on consolidated earnings from the following fiscal year onward is currently under review.
Date of board resolution5 October 2026
Contract Date5 October 2026
Execution Date / Effective Date1 April 2027 (scheduled)
Conditions Precedent to ExecutionCompletion of the review by the Japan Fair Trade Commission in connection with the filing required under the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Antimonopoly Act)
Management structure after acquisitionThe policy is to develop the business after it joins the Company’s group and, while maintaining the logistics operations of the TAKARA HOLDINGS INC. group, expand those operations to other companies. The trade name, representative and treatment of employees have not been 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 amountAmount of extraordinary income (loss)Valuation 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 Company aims to expand its service area, develop high-value-added logistics services, expand its customer base and create new revenue opportunities by positioning food and beverage logistics as a priority area of its growth strategy and incorporating タカラ物流システム's nationwide delivery network, expertise in the delivery of alcoholic beverages and ability to handle small-volume, high-variety shipments.

How to read this page

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Notice Regarding the Acquisition of a Portion of Shares (Making the Company a Subsidiary) | Chuo Warehouse Co.,Ltd. (9319) timely disclosure | Komori