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This mergerCounterparty静岡ローストシステム株式会社, マルサン萩間茶株式会社
Disclosing companyASEED HOLDINGS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
静岡ローストシステム株式会社: Contract processing, manufacturing and sale of tea leaves / マルサン萩間茶株式会社: Processing and sale of tea, and operation of an online store
Location Makinohara, Shizuoka Prefecture (both companies)Share capital 静岡ローストシステム株式会社: ¥10 million / マルサン萩間茶株式会社: ¥3 millionDate of incorporation 静岡ローストシステム株式会社: 1 September 1994 / マルサン萩間茶株式会社: 1 April 1981
Net Sales静岡ローストシステム株式会社: ¥4,531 million (fiscal year ended March 2026) / マルサン萩間茶株式会社: ¥65 million (fiscal year ended March 2026)
Operating profit静岡ローストシステム株式会社: ¥290 million (fiscal year ended March 2026) / マルサン萩間茶株式会社: ¥(3) million (fiscal year ended March 2026)
Net income for the current fiscal year静岡ローストシステム株式会社: ¥218 million (fiscal year ended March 2026) / マルサン萩間茶株式会社: ¥(7) million (fiscal year ended March 2026)
Net assets静岡ローストシステム株式会社: ¥1,322 million (fiscal year ended March 2026) / マルサン萩間茶株式会社: ¥93 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares or cash will be issued or allocated
Type of ConsiderationNo consideration (no shares or cash will be issued or allocated)
Merger ratio/share exchange ratioNot applicable (no shares or cash will be issued or allocated)
Impact on Business Performance
As this merger is between consolidated subsidiaries of the Company, its impact on the Company's consolidated results will be minor.
Procedures and assumptions
Management structure after acquisitionThere will be no changes to the name, location, representative's title or name, capital or fiscal year-end of the surviving company as a result of this merger. The surviving company will be 静岡ローストシステム株式会社. Its principal businesses will be contract processing, manufacturing and sale of tea leaves, and operation of an online store. Its representative will be Representative Director and President Hirota Kimio (廣田 公雄). Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 静岡ローストシステム株式会社, マルサン萩間茶株式会社 |
| Name of the Subject Company | 静岡ローストシステム株式会社 (surviving company), マルサン萩間茶株式会社 (absorbed company) |
| Business Description of the Subject Company | 静岡ローストシステム株式会社: Contract processing, manufacturing and sale of tea leaves / マルサン萩間茶株式会社: Processing and sale of tea, and operation of an online store |
| Location of the Subject Company | Makinohara, Shizuoka Prefecture (both companies) |
| Capital Stock of the Subject Company | 静岡ローストシステム株式会社: ¥10 million / マルサン萩間茶株式会社: ¥3 million |
| Date of Establishment of the Subject Company | 静岡ローストシステム株式会社: 1 September 1994 / マルサン萩間茶株式会社: 1 April 1981 |
| Net Sales of the Subject Company | 静岡ローストシステム株式会社: ¥4,531 million (fiscal year ended March 2026) / マルサン萩間茶株式会社: ¥65 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | 静岡ローストシステム株式会社: ¥290 million (fiscal year ended March 2026) / マルサン萩間茶株式会社: ¥(3) million (fiscal year ended March 2026) |
| Net Income of the Subject Company | 静岡ローストシステム株式会社: ¥218 million (fiscal year ended March 2026) / マルサン萩間茶株式会社: ¥(7) million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | 静岡ローストシステム株式会社: ¥1,322 million (fiscal year ended March 2026) / マルサン萩間茶株式会社: ¥93 million (fiscal year ended March 2026) |
| Acquisition price | No shares or cash will be issued or allocated |
| Type of Consideration | No consideration (no shares or cash will be issued or allocated) |
| Merger ratio/share exchange ratio | Not applicable (no shares or cash will be issued or allocated) |
| Voting rights ownership percentage | Before 100% (both companies) (after not disclosed) |
| Impact on Business Performance | As this merger is between consolidated subsidiaries of the Company, its impact on the Company's consolidated results will be minor. |
| Date of board resolution | 25 September 2026 |
| Contract Date | 25 September 2026 |
| Execution Date / Effective Date | 1 January 2027 (Friday), scheduled |
| Management structure after acquisition | There will be no changes to the name, location, representative's title or name, capital or fiscal year-end of the surviving company as a result of this merger. The surviving company will be 静岡ローストシステム株式会社. Its principal businesses will be contract processing, manufacturing and sale of tea leaves, and operation of an online store. Its representative will be Representative Director and President Hirota Kimio (廣田 公雄). Employee treatment: not disclosed. |
Items this document does not state (12)
Expenses 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 Execution
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.In light of changes in the environment surrounding both companies and with a view to the future, the two companies engaged in the processing and sale of tea leaves will be consolidated to achieve efficient operational management and effective investment, and to establish a foundation as a tea-leaf processing, manufacturing and sales operator.
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