The original disclosure in Japanese was released on November 10, 2023 at 16:00 (GMT+9)
Notice Regarding Merger between Consolidated Subsidiaries
and Change of Trade Name of Surviving Company
Takara Holdings Inc. (the “Company”) hereby announces that its Board of Directors resolved at a meeting held on November 9, 2023, to approve an absorption-type merger between its wholly owned subsidiaries, Taihei Printing Co., Ltd. and Takara Yoki Co., Ltd., in which Taihei Printing Co., Ltd. will be the surviving company and will change its trade name.
1. Purpose of the merger
The merger is intended to further strengthen the businesses of the two companies by expanding their broad lineup of containers and packaging materials through the combination of their commercial products and enhancing their ability to deliver proposals, including digital and print solutions, that help improve the value of customers’ products and services.
In addition, the consolidation of personnel and organizations involved in the procurement of containers and packaging materials will strengthen the Takara Group’s procurement function for containers and packaging materials.
2. Outline of the merger
(1) Schedule of the merger
| Board of Directors meetings (of the merging companies) resolving the merger | November 9, 2023 |
| Conclusion of the merger agreement (by the merging companies) | November 9, 2023 |
| General Meetings of Shareholders (of the merging companies) to approve the merger agreement | November 10, 2023 |
| Date of the merger (effective date) | April 1, 2024 (scheduled) |
(2) Method of the merger
The merger will be conducted as an absorption-type merger in which Taihei Printing Co., Ltd. will be the surviving company and Takara Yoki Co., Ltd. will be dissolved.
(3) Details of allotment pertaining to the merger
There will be no allotment of shares, money or other assets in connection with the merger.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights upon the merger
Not applicable
3. Overview of the merging companies
| Surviving company | Absorbed company | |
| （1）Name | Taihei Printing Co., Ltd. | Takara Yoki Co., Ltd. |
| （2）Location | 1 Butai-cho, Fushimi-ku, Kyoto, Japan | 20 Naginataboko-cho, Shijo-dori Karasuma Higashi-iru, Shimogyo-ku, Kyoto, Japan |
|
（3）Representative |
Tsutomu Mizuno, President |
Ikuo Ura, President |
|
（4）Business |
Printing, web production, and digital services | Wholesale of glass bottles |
| （5）Capital | 90 million yen | 30 million yen |
| （6）Established | March 23, 1957 | April 1, 1985 |
| （7）Number of issued shares | 178,200 shares | 300 shares |
| （8）Fiscal year-end | March 31 | March 31 |
| （9）Shareholders and percentage of sharesheld |
Takara Holdings Inc. 100％ | Takara Holdings Inc. 100％ |
4． Status after the merger (scheduled on April 1, 2024)
| （1）Name | Takara Supply Communications Co., Ltd. |
| （2）Location | 1 Butai-cho, Fushimi-ku, Kyoto, Japan |
| （3）Representative | Ikuo Ura, President |
| （4）Business | Wholesale of containers and packaging materials, printing, web production, and digital services |
|
（5）Capital |
90 million yen |
| （6）Fiscal year-end | March 31 |
Note: Taihei Printing Co., Ltd., the surviving company in the merger, is scheduled to change its trade name to Takara Supply Communications Co., Ltd. on the date of the merger (effective date).
5．Future Outlook
Since the merger is between wholly owned subsidiaries of the Company, the impact on its consolidated financial results is expected to be immaterial.
