Notice Regarding Partial Business Succession by Absorption-type Split from K Express

Section Heading

This matter is an announcement by Saint Marc Holdings that it plans to inherit part of its business from K Express through an absorption-type split. The target is a udon specialty business centered on brands such as 'Tamashii no Kokoro Tsukushi Tsuru-ton Tan' and related operations, including domestic direct operations and overseas franchising. The successor will be a newly established subsidiary 'Tsuru-ton Tan (provisional)' and cash consideration of 12,800 million yen will be paid to K Express. This aims to maintain brand value and product strength while expanding domestically and internationally.

Section 2 Heading

The schedule for this absorption-type split is as follows: signing of the agreement on September 17, 2026; establishment of the successor company on September 30, 2026; execution of the absorption-type split agreement on the same date; shareholders meeting resolution in late October 2026 (for the successor company); effective date is planned for December 1, 2026. Assets to be transferred include inventories, tangible fixed assets, deposits, and guarantees, with no liabilities. Accounting treatment is expected to be based on business combinations accounting standards, with goodwill currently under review. The impact on the consolidated results for the fiscal year ending March 2027 is being reviewed, and any additional disclosure will be promptly announced.