Worth reading
67In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
28700000
US dollarsWording
Avoiding a definitive answer
How definitive the wording is.This transaction
TransactionCounterpartyBestasiangrocer.com LLC
Disclosing companyYOSHINOYA HOLDINGS CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution10 July 2026
Contract Date10 July 2026 (interest acquisition agreement; share transfer agreement also dated the same day)
Execution Date / Effective DateUndetermined (scheduled to be the first business day of the month immediately following the month in which the conditions precedent to the transfer of the interest are satisfied)
Target company
Ramen restaurant and izakaya chain business
Location Redmond, Washington, United StatesShare capital Not applicable.Date of incorporation 13 January 2016
Net SalesUS$37,150 thousand (fiscal year ended December 2025) / ¥5,815 million
Operating profitUS$1,862 thousand (fiscal year ended December 2025) / ¥291 million
Net income for the current fiscal yearUS$1,237 thousand (fiscal year ended December 2024) / ¥195 million
Net assetsUS$5,890 thousand (fiscal year ended December 2024) / ¥931 million
Consideration and expenses
Acquisition priceUS$28,700,000 (to be finalized after adjustments for Kizuki's cash and cash equivalents, interest-bearing debt, working capital and other items)
Expenses other than the acquisition price¥286 million (estimated total transaction costs, including financial and tax adviser fees, legal fees and other expenses)
Type of ConsiderationMixed (contribution in kind of 380,500 treasury shares against a receivable for payment of transfer consideration equivalent to US$7,499,655, together with cash payment of the balance; performance-linked earn-out consideration applies)
Funding arrangementsThe acquisition will be financed through a combination of the disposal of treasury shares by contribution in kind of the receivable for payment of transfer consideration and cash payment by YUS of the balance of the acquisition price.
Impact on Business Performance
The impact on the Company's results for the fiscal year ending February 2027 is currently under review. If any matters requiring disclosure arise, they will be disclosed promptly.
Procedures and assumptions
Valuation methodologyThe acquisition price will be finalized after adjustments for Kizuki's cash and cash equivalents, interest-bearing debt, working capital and other items. The disposal price for the treasury shares was calculated based on the volume-weighted average price of the Company's common shares over the 15 trading days immediately preceding the relevant date.
Conditions Precedent to ExecutionSatisfaction of the conditions precedent set out in the interest acquisition agreement and the share transfer agreement, effectiveness of filings under the Financial Instruments and Exchange Act, and other conditions.
Management structure after acquisitionYUS will make Kizuki a subsidiary. Changes to the trade name and the treatment of the representative and employees are undisclosed.
| Item | Details |
|---|---|
| Transaction name | Transaction |
| Counterparty name | Bestasiangrocer.com LLC |
| Name of the Subject Company | Kizuki International LLC |
| Business Description of the Subject Company | Ramen restaurant and izakaya chain business |
| Location of the Subject Company | Redmond, Washington, United States |
| Capital Stock of the Subject Company | Not applicable. |
| Date of Establishment of the Subject Company | 13 January 2016 |
| Net Sales of the Subject Company | US$37,150 thousand (fiscal year ended December 2025) / ¥5,815 million |
| Operating Profit of the Subject Company | US$1,862 thousand (fiscal year ended December 2025) / ¥291 million |
| Net Income of the Subject Company | US$1,237 thousand (fiscal year ended December 2024) / ¥195 million |
| Net Assets of the Subject Company | US$5,890 thousand (fiscal year ended December 2024) / ¥931 million |
| Acquisition price | US$28,700,000 (to be finalized after adjustments for Kizuki's cash and cash equivalents, interest-bearing debt, working capital and other items) |
| Expenses other than the acquisition price | ¥286 million (estimated total transaction costs, including financial and tax adviser fees, legal fees and other expenses) |
| Type of Consideration | Mixed (contribution in kind of 380,500 treasury shares against a receivable for payment of transfer consideration equivalent to US$7,499,655, together with cash payment of the balance; performance-linked earn-out consideration applies) |
| Number of shares acquired | 70.00% interest in Kizuki (Kizuki has not issued shares, so the number of shares and voting rights are not stated) |
| Voting rights ownership percentage | Before 0％ → after 70.00％ |
| Funding arrangements | The acquisition will be financed through a combination of the disposal of treasury shares by contribution in kind of the receivable for payment of transfer consideration and cash payment by YUS of the balance of the acquisition price. |
| Impact on Business Performance | The impact on the Company's results for the fiscal year ending February 2027 is currently under review. If any matters requiring disclosure arise, they will be disclosed promptly. |
| Date of board resolution | 10 July 2026 |
| Contract Date | 10 July 2026 (interest acquisition agreement; share transfer agreement also dated the same day) |
| Execution Date / Effective Date | Undetermined (scheduled to be the first business day of the month immediately following the month in which the conditions precedent to the transfer of the interest are satisfied) |
| Valuation methodology | The acquisition price will be finalized after adjustments for Kizuki's cash and cash equivalents, interest-bearing debt, working capital and other items. The disposal price for the treasury shares was calculated based on the volume-weighted average price of the Company's common shares over the 15 trading days immediately preceding the relevant date. |
| Conditions Precedent to Execution | Satisfaction of the conditions precedent set out in the interest acquisition agreement and the share transfer agreement, effectiveness of filings under the Financial Instruments and Exchange Act, and other conditions. |
| Management structure after acquisition | YUS will make Kizuki a subsidiary. Changes to the trade name and the treatment of the representative and employees are undisclosed. |
Items this document does not state (8)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Independent 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.To accelerate Kizuki's growth and the overseas expansion of the ramen business, and thereby improve business earnings and corporate value, by pursuing growth in the US ramen market, incorporating Kizuki's network, and utilizing the management resources of the Group.
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