Worth reading
60In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
650
¥ millionWording
Conditional
How definitive the wording is.This transaction
Share transferCounterpartyAI DINING株式会社
Disclosing companyTAIYO BUSSAN KAISHA,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 resolution30 September 2026 (Wednesday)
Contract Date30 September 2026 (Wednesday)
Execution Date / Effective Date30 September 2026 (Wednesday)
Target company
Manufacture of pizza dough; contract manufacturing, purchase and sale, and import of other food products and soft drinks
Location Sendai, Miyagi PrefectureShare capital ¥100 millionDate of incorporation 28 January 1948
Net Sales¥1,341.552 million (fiscal year ended November 2025)
Operating profit¥3.985 million (fiscal year ended November 2025)
Net income for the current fiscal year-¥15.321 million (fiscal year ended November 2025)
Net assets¥1,010.969 million (fiscal year ended November 2025)
Consideration and expenses
Acquisition price¥650 million (transfer price)
Type of ConsiderationCash (transfer price)
Amount of extraordinary income (loss)The gain on the sale of shares in an affiliate is expected to be recognized as extraordinary income. The amount is currently under review.
Impact on Business Performance
The impact of this share transfer on the Company’s consolidated results is currently under review.
Procedures and assumptions
Valuation methodologyThe amount was determined following discussions and negotiations with the transferee, taking comprehensive account of IH’s financial condition, business plan, recent performance, the consideration for the Company’s share exchange related to this share transfer, and various expenses incurred by the Company in connection with the share exchange.
| Item | Details |
|---|---|
| Transaction name | Share transfer |
| Counterparty name | AI DINING株式会社 |
| Name of the Subject Company | 株式会社いちごホールディングス |
| Business Description of the Subject Company | Manufacture of pizza dough; contract manufacturing, purchase and sale, and import of other food products and soft drinks |
| Location of the Subject Company | Sendai, Miyagi Prefecture |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 28 January 1948 |
| Net Sales of the Subject Company | ¥1,341.552 million (fiscal year ended November 2025) |
| Operating Profit of the Subject Company | ¥3.985 million (fiscal year ended November 2025) |
| Net Income of the Subject Company | -¥15.321 million (fiscal year ended November 2025) |
| Net Assets of the Subject Company | ¥1,010.969 million (fiscal year ended November 2025) |
| Acquisition price | ¥650 million (transfer price) |
| Type of Consideration | Cash (transfer price) |
| Number of shares acquired | 251 shares (number of voting rights: 251) |
| Voting rights ownership percentage | Before 100.0％ → after 0.0％ |
| Amount of extraordinary income (loss) | The gain on the sale of shares in an affiliate is expected to be recognized as extraordinary income. The amount is currently under review. |
| Impact on Business Performance | The impact of this share transfer on the Company’s consolidated results is currently under review. |
| Date of board resolution | 30 September 2026 (Wednesday) |
| Contract Date | 30 September 2026 (Wednesday) |
| Execution Date / Effective Date | 30 September 2026 (Wednesday) |
| Valuation methodology | The amount was determined following discussions and negotiations with the transferee, taking comprehensive account of IH’s financial condition, business plan, recent performance, the consideration for the Company’s share exchange related to this share transfer, and various expenses incurred by the Company in connection with the share exchange. |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent 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.After reconsidering IH’s future business strategy and investment profitability in light of temporary expenses exceeding the initial business plan, the burden of fixed costs, and the resignation of key personnel, the Company determined that transferring its shares in IH and allocating management resources primarily to businesses other than home-delivery pizza would contribute to enhancing corporate value over the medium to long term. The transferee is the company designated as the repurchaser by IH’s former representative director and president.
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