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

Notice Regarding Completion of the Acquisition of an Equity Interest in Kizuki International LLC by the Company's Subsidiary (Resulting Change in a Sub-Subsidiary) and Completion of the Disposal of the Company's Treasury Shares through a Third-Party Allotment

YOSHINOYA US HOLDINGS INC. acquired a 70% interest in Kizuki International LLC and completed the transaction. It also completed the disposal of 380,500 treasury shares through a third-party allotment to Bestasiangrocer.com LLC.

Worth reading
56In focus
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Direction
Neutral
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Scale
70
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Wording
Conditional
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This transaction

Transaction
CounterpartyBestasiangrocer.com LLC
Disclosing companyYOSHINOYA HOLDINGS CO.,LTD.
Kizuki International LLCVoting rights ownership percentageNumber of shares acquired 70% interest in Kizuki (number of shares and voting rights: Not disclosed)

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

Ramen restaurant and izakaya chain business

Location United States (Redmond, Washington)Share capital Not applicable.Date of incorporation 13 January 2016
Consideration and expenses
Type of ConsiderationMixed (the acquisition of the Kizuki interest was paid for in cash, while the disposal of treasury shares was paid for through an in-kind contribution of a claim for payment of the consideration for the transfer of the Kizuki interest)
Impact on Business Performance

The impact on the Company's results for the fiscal year ending February 2027 is under review

This transaction
ItemDetails
Transaction nameTransaction
Counterparty nameBestasiangrocer.com LLC
Name of the Subject CompanyKizuki International LLC
Business Description of the Subject CompanyRamen restaurant and izakaya chain business
Location of the Subject CompanyUnited States (Redmond, Washington)
Capital Stock of the Subject CompanyNot applicable.
Date of Establishment of the Subject Company13 January 2016
Type of ConsiderationMixed (the acquisition of the Kizuki interest was paid for in cash, while the disposal of treasury shares was paid for through an in-kind contribution of a claim for payment of the consideration for the transfer of the Kizuki interest)
Number of shares acquired70% interest in Kizuki (number of shares and voting rights: Not disclosed)
Voting rights ownership percentageAfter 70% (before not disclosed)
Impact on Business PerformanceThe impact on the Company's results for the fiscal year ending February 2027 is under review
Date of board resolution10 July 2026
Execution Date / Effective Date1 September 2026 (completion of the acquisition of the Kizuki interest); 2 September 2026 (completion of the allotment of treasury shares)
Items this document does not state (19)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 reason for the transaction is not stated.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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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 Completion of the Acquisition of an Equity Interest in Kizuki International LLC by the Company's Subsidiary (Resulting Change in a Sub-Subsidiary) and Completion of the Disposal of the Company's Treasury Shares through a Third-Party Allotment | YOSHINOYA HOLDINGS CO.,LTD. (9861) timely disclosure | Komori