Announcement Regarding the Conclusion of a Merger Agreement between Create Restaurants Holdings Inc. and SFP Holdings Co., Ltd.

Overview of the Merger

Create Restaurants Holdings Inc. (CRH) and SFP Holdings Co., Ltd. (SFPHD) plan to conduct an absorption-type merger with CRH as the surviving company and SFPHD as the dissolved company, effective July 1, 2026. The merger ratio is set at 3.2 shares of CRH stock per 1 share of SFPHD stock, with approximately 29.97 million new shares to be issued. SFPHD is scheduled to be delisted from the Tokyo Stock Exchange on June 29, 2026.

Purpose of the Merger and Synergies

This merger aims to integrate the holding company functions of both companies to enhance management resource efficiency, revitalize human capital, and deepen group federated management. Specifically, it targets corporate value enhancement through consolidation of head office functions, reduction of listing maintenance costs, agile capital management, brand value improvement, promotion of new store openings, and sharing of digital marketing capabilities.

Ensuring Fairness and Procedures

CRH appointed the independent third-party valuation firm Plutus Consulting, and SFPHD appointed Japan Blue M&A Advisory (JBMA) to calculate the merger ratio, and both boards approved the merger agreement. SFPHD established an independent special committee to ensure fairness. The merger ratio has been judged appropriate based on both companies' financial conditions and future outlooks.

Future Outlook and Shareholder Response

The impact of this merger on CRH’s consolidated earnings is expected to be minimal. SFPHD shareholders will receive CRH shares through this merger and will become eligible to participate in CRH’s shareholder benefit program. SFPHD’s shareholder benefit program is scheduled to be discontinued with rights confirmed as of February 28, 2026.