Worth reading
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Definitive
How definitive the wording is.This transaction
This mergerCounterpartyToan Gia Hiep Phuoc Trading Co., Ltd., Nam Khai Phu Service Trading Production Co., Ltd.
Disclosing companyKATO SANGYO CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Import and sale of meat
Location Socialist Republic of VietnamShare capital VND 266.5 billion (¥1,599 million)Date of incorporation 26 November 2013
Net SalesVND 588.2 billion (¥3,529 million), for the fiscal year ended June 2025
Operating profitLoss of VND 15.2 billion (loss of ¥91 million), for the fiscal year ended June 2025
Net income for the current fiscal yearNet loss of VND 29.8 billion (net loss of ¥178 million), for the fiscal year ended June 2025
Net assetsVND 125.9 billion (¥755 million), for the fiscal year ended June 2025
Consideration and expenses
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted)
Merger ratio/share exchange ratioNo merger ratio disclosed. TGC will be the surviving company and NKP will be the absorbed company.
Impact on Business Performance
The impact on our consolidated results will be immaterial
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | Toan Gia Hiep Phuoc Trading Co., Ltd., Nam Khai Phu Service Trading Production Co., Ltd. |
| Name of the Subject Company | Nam Khai Phu Service Trading Production Co., Ltd. |
| Business Description of the Subject Company | Import and sale of meat |
| Location of the Subject Company | Socialist Republic of Vietnam |
| Capital Stock of the Subject Company | VND 266.5 billion (¥1,599 million) |
| Date of Establishment of the Subject Company | 26 November 2013 |
| Net Sales of the Subject Company | VND 588.2 billion (¥3,529 million), for the fiscal year ended June 2025 |
| Operating Profit of the Subject Company | Loss of VND 15.2 billion (loss of ¥91 million), for the fiscal year ended June 2025 |
| Net Income of the Subject Company | Net loss of VND 29.8 billion (net loss of ¥178 million), for the fiscal year ended June 2025 |
| Net Assets of the Subject Company | VND 125.9 billion (¥755 million), for the fiscal year ended June 2025 |
| Type of Consideration | No consideration (no shares or other monetary consideration will be allotted) |
| Merger ratio/share exchange ratio | No merger ratio disclosed. TGC will be the surviving company and NKP will be the absorbed company. |
| Voting rights ownership percentage | Before NKP: 68.09% held by the Company and 31.91% held by TGC (after not disclosed) |
| Impact on Business Performance | The impact on our consolidated results will be immaterial |
| Date of board resolution | 1 April 2026 |
| Contract Date | 15 April 2026 |
| Execution Date / Effective Date | 1 July 2026 |
Items this document does not state (14)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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 merger is intended to optimize the allocation of management resources within the Vietnam group and improve its financial condition.
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