Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
KOBE BUSSAN CO., LTD.
April 20, 2026
Company name: Kobe Bussan Co., Ltd. Securities code: 3038
Listing: Prime Market of Tokyo Stock Exchange
Representative: Hirokazu Numata,
President and Representative Director
Contact: Masahiro Sakamoto,
Manager, Corporate Planning Department
Announcement Concerning Acquisition of Shares of Hakuro Sake Brewery Co., Ltd. by a Consolidated Subsidiary of Kobe Bussan (to Make It a Sub-Subsidiary)
Kobe Bussan Co., Ltd. (the "Company") hereby announces that Sekihara Sake Brewery Co., Ltd. ("Sekihara"), a consolidated subsidiary of the Company, resolved at a meeting of the Board of Directors held on April 20, 2026, to acquire all shares of Hakuro Sake Brewery Co., Ltd. ("Hakuro"), a wholly-owned subsidiary of Hamada HD Co., Ltd. (Yuichiro Hamada, Representative Director), as described below.
Reason for the acquisition of the shares
In order to achieve the group vision of "Integrated Food Production & Distribution Operations," the Company group has been actively carrying out mergers and acquisitions and implementing measures to strengthen its management base.
Sekihara has continued high operating rates to address recent demand growth, and has urgent issues of improving production capacity and expanding production bases toward the medium- to long-term growth. Hakuro manufactures and sells sake as does Sekihara as well as possesses koji (rice fungus) production technology in sake brewing. Therefore, we believe that the incorporation of Hakuro into our group will enable us to establish a competitive advantage in the market through drastic strengthening of production capacity and enhancement of the product category.
Kobe Bussan will continue to promote the Integrated Food Production & Distribution Operations, working to establish a product development and supply system that meets customer needs, with the aim of further business expansion.
Outline of the consolidated subsidiary to acquire the shares
(1) Name
Sekihara Sake Brewery Co., Ltd.
(2) Location
1-1029-1 Sekihara-machi, Nagaoka-shi, Niigata, Japan
(3) Representative
Masato Matsubara, Representative Director
(4) Business
Manufacturing and sale of alcoholic beverages and food products and other related activities
(5) Share capital
99,990,001 yen
(6) Established
December 7, 1935
(7) Major shareholder and shareholding ratio
Kobe Bussan Co., Ltd. (100%)
Outline of the sub-subsidiary to be acquired
(1) Name
Hakuro Sake Brewery Co., Ltd.
(2) Location
1927 Kojima, Toka-machi, Nagaoka-shi, Niigata, Japan
(3) Representative
Akito Takezako, Representative Director
(4) Business
Manufacturing and sale of alcoholic beverages, wholesale and retail sale of alcoholic beverages, and other related activities
(5) Share capital
47,000,000 yen
(6) Established
February 11, 1956
(7) Major shareholder and shareholding ratio
Hamada HD Co., Ltd. (100%)
(8) Relationship with the Company
Capital relationship
Not applicable.
Personnel relationship
Not applicable.
Business relationship
Sekihara Sake Brewery, the Company's subsidiary, has business transactions with said company.
(9) Business results and financial condition of the partner for the last three years
Fiscal year ending
June 30, 2023
June 30, 2024
June 30, 2025
Net assets (Millions of yen)
260
214
166
Total assets (Millions of yen)
798
767
700
Net assets per share (Yen)
5,000
4,115
3,192
Net sales (Millions of yen)
1,074
921
872
Operating profit (Millions of yen)
(10)
(49)
(43)
Ordinary profit (Millions of yen)
(9)
(44)
(47)
Profit attributable to owners of parent (Millions of yen)
(9)
(45)
(47)
Basic earnings per share (Yen)
(173)
(865)
(903)
Dividend per share (Yen)
-
-
-
Outline of the counterparty to the acquisition of shares
(1) Name
Hamada HD Co., Ltd.
(2) Location
4-1 Minato-machi, Ichiki Kusikino-shi, Kagoshima, Japan
(3) Representative
Yuichiro Hamada, Representative Director
(4) Business
Buying, selling, leasing, and management of real estate and other related activities
(5) Share capital
24,500,000 yen
(6) Established
November 5, 1990
(7) Relationship with the Company
Capital relationship
Not applicable.
Personnel relationship
The brother of the Representative Director of said
company is a franchise owner of the Company.
Business relationship
Not applicable.
Status as related party
Not applicable.
Number of shares acquired, acquisition price, and shares held before and after the acquisition
(1)
Number of shares held before the change
0 share
(Ratio of voting rights held: 0%)
(2)
Number of shares to be acquired
52,000 shares
(3)
Acquisition price
The consideration for the M&A is not disclosed pursuant to confidentiality arrangements with the counterparties. The acquisition price was determined after negotiations between the parties, taking into account the results of due diligence conducted by an independent third-party
institution, and was deemed to be fair and reasonable.
(4)
Number of shares held after the change
52,000 shares
(Ratio of voting rights held: 100%)
Schedule
(1) Date of Resolution of the Board of Directors
April 20, 2026
(2) Date of Execution of the share transfer agreement
April 20, 2026
(3) Date of Completion of the share transfer
April 30, 2026 (planned)
Future outlook
It will have a minor impact on the consolidated financial results for the fiscal year ending October 31, 2026, although medium-term business expansion is expected.