Making Ichigo Holdings Co., Ltd. a Wholly Owned Subsidiary Through a Share Exchange, Changes in Consolidated Subsidiaries and Major Shareholders, and Entry into a New Business
TAIYO BUSSAN KAISHA,LTD., 株式会社いちごホールディングス and 株式会社ストロベリーコーンズ
The “Napoli no Kama” home-delivery pizza business and operation of stores in that business
To expand into new business areas in addition to the trading business, expand the food-sector value chain and create synergies
The impact on results for the fiscal year ending September 2026 is currently being reviewed and has not been determined. The company plans to issue 493,829 common shares through the share exchange, stated to be equivalent to ¥600 million based on a share price of ¥1,215.
Fiscal year ending September 2026. The timing of incorporating the results through consolidation will be determined in consultation with the audit firm.
The impact of this share exchange on TAIYO BUSSAN KAISHA,LTD.’s results for the fiscal year ending September 2026 is currently being reviewed. The company will issue a further notice once the details have been finalized.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
エックスモバイル株式会社 had “–” voting rights and “–” shares held as of 13 March 2026.
The combined holdings of エックスモバイル株式会社, エックスモバイルスカイファンド2号投資事業有限責任組合 and Kino Masanori (木野将徳) will be 4,287 voting rights (428,902 shares), representing 17.67%, making them the largest shareholder. The scheduled date of the change is 1 July 2026.
Related procedures
Extraordinary general meeting procedures for approval of the share exchange agreement
Following approval at an extraordinary general meeting of shareholders scheduled for late June 2026, the share exchange is scheduled to be implemented on 1 July 2026. The company will discuss the timing of incorporating the results through consolidation with the audit firm and disclose the impact on results for the fiscal year ending September 2026, as well as the accounting treatment and goodwill amount, once finalized. After the acquisition, the company will proceed with opening new stores, improving the profitability of existing stores and developing the foundations for overseas expansion.
The company will issue a further notice once the details of the impact on results, accounting treatment and other matters have been finalized.
| Item | Details |
|---|---|
| Event name | Making Ichigo Holdings Co., Ltd. a Wholly Owned Subsidiary Through a Share Exchange, Changes in Consolidated Subsidiaries and Major Shareholders, and Entry into a New Business |
| Date of occurrence | 24 April 2026 (date of the Board of Directors’ resolution and execution of the share exchange agreement; the effective date of the share exchange is scheduled for 1 July 2026) |
| Date recognized / date notice received | 24 April 2026 (date of the Board of Directors’ resolution and execution of the agreement) |
| Subject Entity | TAIYO BUSSAN KAISHA,LTD., 株式会社いちごホールディングス and 株式会社ストロベリーコーンズ |
| Target Locations / Products | The “Napoli no Kama” home-delivery pizza business and operation of stores in that business |
| Cause | To expand into new business areas in addition to the trading business, expand the food-sector value chain and create synergies |
| Amount of Impact on Business Performance | The impact on results for the fiscal year ending September 2026 is currently being reviewed and has not been determined. The company plans to issue 493,829 common shares through the share exchange, stated to be equivalent to ¥600 million based on a share price of ¥1,215. |
| Accounting period in which recognized | Fiscal year ending September 2026. The timing of incorporating the results through consolidation will be determined in consultation with the audit firm. |
| Impact on Earnings Forecast | The impact of this share exchange on TAIYO BUSSAN KAISHA,LTD.’s results for the fiscal year ending September 2026 is currently being reviewed. The company will issue a further notice once the details have been finalized. |
| Type of litigation or proceeding | Extraordinary general meeting procedures for approval of the share exchange agreement |
| Voting rights ownership percentage before the change | エックスモバイル株式会社 had “–” voting rights and “–” shares held as of 13 March 2026. |
| Voting rights ownership percentage after the change | The combined holdings of エックスモバイル株式会社, エックスモバイルスカイファンド2号投資事業有限責任組合 and Kino Masanori (木野将徳) will be 4,287 voting rights (428,902 shares), representing 17.67%, making them the largest shareholder. The scheduled date of the change is 1 July 2026. |
| Outlook | Following approval at an extraordinary general meeting of shareholders scheduled for late June 2026, the share exchange is scheduled to be implemented on 1 July 2026. The company will discuss the timing of incorporating the results through consolidation with the audit firm and disclose the impact on results for the fiscal year ending September 2026, as well as the accounting treatment and goodwill amount, once finalized. After the acquisition, the company will proceed with opening new stores, improving the profitability of existing stores and developing the foundations for overseas expansion. |
| Planned follow-up disclosure | The company will issue a further notice once the details of the impact on results, accounting treatment and other matters have been finalized. |
Items this document does not state (11)
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 expand the food-sector value chain and create synergies in areas including food-material procurement, product development, logistics and store openings by combining TAIYO BUSSAN KAISHA,LTD.’s procurement capabilities and overseas network with Ichigo Holdings Co., Ltd.’s store-management expertise and brands. The transaction is also intended to accelerate decision-making through making Ichigo Holdings Co., Ltd. a wholly owned subsidiary and diversify the earnings base.