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M&A and Subsidiary Changes9861YOSHINOYA HOLDINGS CO.,LTD.Retail

Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger and Short-Form Merger)

Yoshinoya Holdings will absorb its wholly owned subsidiary 株式会社理想環境 and dissolve the subsidiary. No shares or cash will be allocated, and the effective date is scheduled for 1 September 2026.

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This transaction

This merger
Counterparty (target company)株式会社理想環境
Disclosing companyYOSHINOYA HOLDINGS CO.,LTD.
Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Inspection, cleaning and maintenance management of store equipment

Location Chuo-ku, TokyoShare capital ¥10 millionDate of incorporation 22 February 2019
Net Sales¥839 million (fiscal year ended February 2026)
Operating profit¥11 million (fiscal year ended February 2026)
Net income for the current fiscal year¥5 million (fiscal year ended February 2026)
Net assets¥50 million (fiscal year ended February 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares or cash will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or cash will be allocated)
Impact on Business Performance

As this merger is with a wholly owned subsidiary of the Company, it will have no impact on the Company's non-consolidated or consolidated results.

Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger and a short-form merger, the merger will proceed without resolutions at shareholders' meetings of either company approving the merger agreement. Other conditions are Not disclosed.
Management structure after acquisition株式会社理想環境 will be dissolved. The surviving company's corporate name, head office location, titles and names of its representative officers, business activities, capital and fiscal year-end will remain unchanged. Employee treatment is Not disclosed.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社理想環境
Name of the Subject Company株式会社理想環境
Business Description of the Subject CompanyInspection, cleaning and maintenance management of store equipment
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company22 February 2019
Net Sales of the Subject Company¥839 million (fiscal year ended February 2026)
Operating Profit of the Subject Company¥11 million (fiscal year ended February 2026)
Net Income of the Subject Company¥5 million (fiscal year ended February 2026)
Net Assets of the Subject Company¥50 million (fiscal year ended February 2026)
Acquisition priceNot applicable (no shares or cash will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or cash will be allocated)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceAs this merger is with a wholly owned subsidiary of the Company, it will have no impact on the Company's non-consolidated or consolidated results.
Date of board resolution30 June 2026
Contract Date30 June 2026
Execution Date / Effective Date1 September 2026 (予定)
Conditions Precedent to ExecutionAs this is a simplified merger and a short-form merger, the merger will proceed without resolutions at shareholders' meetings of either company approving the merger agreement. Other conditions are Not disclosed.
Management structure after acquisition株式会社理想環境 will be dissolved. The surviving company's corporate name, head office location, titles and names of its representative officers, business activities, capital and fiscal year-end will remain unchanged. Employee treatment is Not disclosed.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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 objective is to consolidate know-how and management resources relating to the inspection, cleaning and maintenance of store equipment within the Development Headquarters of Yoshinoya Holdings, thereby improving the efficiency of store maintenance operations, establishing a prompt maintenance management framework, integrating the management of head office functional departments and operating companies, and improving management efficiency across the Group.

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Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger and Short-Form Merger) | YOSHINOYA HOLDINGS CO.,LTD. (9861) timely disclosure | Komori