Announcement Regarding the Conclusion of 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) have resolved to execute an absorption-type merger effective July 1, 2026, with CRH as the surviving company and SFPHD as the dissolved company, and have concluded the merger agreement. SFPHD will be delisted from the Tokyo Stock Exchange on June 29, 2026. Under the merger, SFPHD shareholders will receive 3.2 CRH shares for each share held.

Purpose and Synergies of the Merger

This merger aims to integrate the holding company functions of both entities to optimize management resources, revitalize human capital, and deepen group-based consolidated management. It will allow consolidation of overlapping headquarters functions, reduction of listing maintenance costs, and flexible capital management, enhancing the value of existing brands and enabling swift execution of new M&A opportunities. Furthermore, sharing expertise between both companies is expected to drive new store openings and improve profitability.

Calculation of the Merger Ratio and Fairness Measures

The merger ratio is set at 3.2 CRH shares for each SFPHD share. This was determined by independent third-party valuation institutions engaged by both companies with legal advice received. SFPHD established an independent special committee to ensure fairness and prevent conflicts of interest. The special committee confirmed the fairness of the merger and its contribution to enhancing corporate value, and the board of directors resolved to conclude the merger agreement.

Outlook and Shareholder Benefits

The impact of the merger on CRH's consolidated earnings is expected to be minimal. SFPHD's shareholder benefit program will be discontinued after the record date of February 28, 2026, but following the merger, CRH's shareholder benefit program will apply, and benefit vouchers can be used at stores operated by SFPHD.