Yoshinoya Holdings' board resolved on July 10 to have its US subsidiary, YOSHINOYA US HOLDINGS INC. (YUS), buy 70% of Kizuki International LLC, a Seattle-based ramen and izakaya chain, for $28.7mn. The seller is Bestasiangrocer.com LLC, which owns 97.66% of Kizuki and will keep the rest.
The payment structure is the unusual part. Rather than settling entirely in cash, Yoshinoya is issuing 380,500 of its own treasury shares to Bestasiangrocer.com LLC through a third-party allotment, covering $7,499,655 of the price, equivalent to roughly ¥1.22bn at the yen-dollar rate used in the filing. YUS will pay the remaining balance in cash. The share issue dilutes existing holders by about 0.6% of shares outstanding, a modest amount for a deal of this size.
| Feature | Detail |
|---|---|
| Stake acquired | 70% of Kizuki International LLC |
| Seller | Bestasiangrocer.com LLC, which holds 97.66% of Kizuki |
| Total price | $28.7mn |
| Equity portion | ¥1.22bn via 380,500 treasury shares issued to the seller |
| Dilution | About 0.6% of shares outstanding |
| Earn-out | Additional payments tied to Kizuki's results through the year to December 2029 |
The contract also carries an earn-out: Bestasiangrocer.com LLC stands to receive additional payments depending on how Kizuki performs through the fiscal year ending December 2029, a structure Yoshinoya says lowers its own risk in the transaction.
Kizuki is a smaller business than the price tag might suggest. Founded in Seattle in 2016, it runs 17 locations and three production facilities, in Seattle, Texas and San Francisco. Its revenue rose from $26.9mn in the year to December 2022 to $36.7mn in the year to December 2024, while net assets stood at $5.89mn (about ¥931mn) and total assets at $23.18mn (about ¥3.67bn) at the end of 2024.
The deal fits inside a broader ambition Yoshinoya has laid out for its ramen business: becoming the world's largest ramen server by 2034, treating noodles as a growth line separate from its beef-bowl core. Buying a majority, rather than all, of Kizuki keeps its founder-linked seller invested and leaves Yoshinoya's US holding company as the majority partner rather than sole owner. What the filings do not show is how Yoshinoya intends to fold a 17-store chain with its own supply lines into a much larger group, or whether the earn-out will be enough to keep Kizuki's management engaged through 2029.