Fujita Corporation, the Tomakomai-based Hokkaido food and agribusiness group (TSE: 3370), told the Tokyo Stock Exchange on September 16 that its board had resolved to buy a dairy farm in Bifuka, Hokkaido, and turn it into a subsidiary. The structure is the actual story: Japan's Agricultural Land Act caps non-farmers' voting rights in farmland-owning companies below 50%, so Fujita will hold only 40.0% of the target's voting shares while claiming 99.4% of its economic interest through non-voting Class A preferred stock.
The mechanics: Fujita ends up with four common shares, 40% of the vote, plus 990 non-voting preferred shares, for 994 shares out of 1,000 in total. The farm's on-site executives hold the remaining six common shares, giving them 60% of the vote and satisfying the law's requirement that farming-qualified individuals control a majority, alongside a commitment to work at least 150 days a year on-site.
| Holder | Voting rights | Economic interest |
|---|---|---|
| Fujita Corporation | 40.0% | 99.4% |
| On-site executives | 60.0% | 0.6% |
Despite holding a minority vote, Fujita still plans to consolidate the farm as a subsidiary. It points to a board majority made up of dispatched directors and a shareholder agreement giving it veto rights over budgets, large borrowings, asset disposals and the appointment of the representative director.
On price, the disclosures diverge slightly: Fujita's TDnet release puts the share consideration at about ¥113mn plus roughly ¥26mn in advisory costs, summing to the stated total of about ¥139mn; a separate figure of ¥132mn appears in the EDINET filing but does not reconcile with that same ¥139mn total. The ¥139mn aggregate and the ¥26mn advisory component are consistent across both filings.
The target posted an operating loss of ¥11.7mn in the year to March 2026 on sales of roughly ¥263mn, its third straight year of operating losses, while ordinary profit and net income stayed positive throughout, at ¥17.1mn and ¥16.4mn respectively. Net assets stood at ¥169.9mn and total assets at ¥237.2mn as of March 31, 2026.
Fujita frames the deal as a response to succession shortages in Japanese dairy farming. The target's outgoing representative director will stay on as a director to help with the handover. The transaction, including the conversion of shares into voting and non-voting classes, is scheduled to close on September 30, 2026, with Fujita expecting only a minor impact on the year ending March 2027.