Kewpie Corporation (TSE:2809) proposed to acquire remaining 55.32% stake in AOHATA Corporation (TSE:2830) from group of shareholders for ¥14.7 billion on March 25, 2025. Kewpie Corporation executed Share Exchange Agreement to acquire remaining 55.38% stake in AOHATA Corporation on July 3, 2025. As part of consideration Kewpie will issue of 4.15 million common equity of Kewpie Corporation at a ratio of 0.91 per common equity of AOHATA Corporation. In a separate transaction, Kewpie Corporation plans to buyback 9.6 million of its own shares for ¥24 billion. As a result of the Share Exchange, AOHATA will become a wholly owned subsidiary of Kewpie and AOHATA Shares are scheduled to be delisted as of October 30, 2025 (with a final trading date of October 29, 2025).

The transaction is subject to extraordinary general meeting of shareholders of AOHATA, scheduled to be held on September 25, 2025. The Board of Directors of AOHATA has formed a special committee composed of three independent members, Haruhiko Tsunokawa and Yoko Ishino, Outside Directors of AOHATA, and Sayaka Hieda (attorney-at-law), Outside Corporate Auditor of AOHATA to review the acquisition. As of September 25, 2025, the shareholders of AOHATA Corporation approved the transaction. The expected completion of the transaction is November 1, 2025.

Nagashima Ohno & Tsunematsu acted as legal advisor to Kewpie Corporation. Sueyoshi & Sato acted as legal advisor to AOHATA Corporation. Shiomizaka acted as legal advisor to AOHATA Corporation. Daiwa Securities Co. Ltd. acted as Fairness opinion provider to Kewpie Corporation. Plutus Consulting Co., Ltd. acted as financial advisor and Fairness opinion provider to AOHATA Corporation.