Notice Regarding Amalgamation Among Subsidiaries and Change in Specified Subsidiaries
Cermaq Group AS (“Cermaq”), a wholly owned subsidiary of Mitsubishi Corporation (“the Company”), resolved on May 28 (Norwegian time) to implement an amalgamation among its subsidiaries in Canada.
As a result of this resolution, CQ Canada Holding Ltd., currently a specified subsidiary of the Company, will cease to qualify as a specified subsidiary. Meanwhile, Cermaq British Columbia Ltd., a newly established company, will have capital exceeding one-tenth of the Company’s capital and will therefore qualify as a specified subsidiary of the Company.
Since this transaction constitutes an organizational restructuring among the Company’s consolidated subsidiaries, certain disclosure items and details have been omitted.
1.Reason for Change
The purpose of this transaction is to integrate multiple subsidiaries under Cermaq’s Canadian operations and consolidate their functions into a newly established company, thereby enhancing the efficient use of management resources and achieving functional integration.
2.Outline of the Transaction
2.Outline of the Transaction
(1)Schedule
・Date of execution of the restructuring agreement among the companies subject to the restructuring: May 28, 2026 (Norwegian time)
・Effective date of the amalgamation: June 1, 2026 (scheduled)
(2)Structure of the Transaction
This transaction involves amalgamation among Cermaq’s subsidiaries in accordance with applicable local laws, whereby the newly established company will succeed to all assets, liabilities, rights, and obligations of each of the merging subsidiaries.
(3)Terms of Allotment
This transaction will be carried out as an amalgamation under applicable local laws. As the rights of the shareholders of the pre-amalgamation companies are succeeded by the newly established company, the shares of the pre-amalgamation companies will be partially cancelled, and the remaining shares will be exchanged for shares of the newly established company.
(4)Treatment of Stock Options and Bonds with Stock Acquisition Rights of the Dissolved Companies
Not applicable.
3.Overview of the Companies Involved in the Organizational Restructuring
(1)Specified Subsidiaries Subject to the Change
-Newly Qualifying(Newly Established Company by Amalgamation)
| (1) | Name | Cermaq British Columbia Ltd. | |
|---|---|---|---|
| (2) | Location | 203 – 919 Island Highway, Campbell River, BC V9W 2C2, Canada | |
| (3) | Representative | Director, Steven Rafferty | |
| (4) | Business Description | Operation in the aquaculture industry and related supplier activities | |
| (5) | Capital | CAD 224 million (equivalent to about JPY 26.3 billion*) | |
| (6) | Date of Establishment | June 1, 2026 (scheduled) | |
| (7) | Major Shareholder / Ownership Ratio | Cermaq Holding AS 100.00% | |
| (8) | Relationship with the Company | Capital | 100% owned by Cermaq Holding AS |
| Personnel | None | ||
| Business | None | ||
| (9) | Financial Performance and Position for the most recent fiscal year** (CAD: Canadian dollars) | ||
| Not applicable, as the company is newly established | |||
-To be Excluded (Companies Subject to the Restructuring)
| (1) | Name | CQ Canada Holding Ltd. | |
|---|---|---|---|
| (2) | Location | 2900 - 550 Burrard Street, Vancouver, BC V6C 0A3, Canada | |
| (3) | Representative | Director, Steven Rafferty | |
| (4) | Business Description | Investments in the aquaculture industry and related supplier activities | |
| (5) | Capital | CAD 209 million (equivalent to about JPY 24.5 billion*) | |
| (6) | Date of Establishment | October 6, 2025 | |
| (7) | Major Shareholder / Ownership Ratio | Cermaq Holding AS 100.00% | |
| (8) | Relationship with the Company | Capital | 100% owned by Cermaq Holding AS |
| Personnel | None | ||
| Business | None | ||
| (9) | Financial Performance and Position for the most recent fiscal year** (CAD: Canadian dollars) | ||
| Fiscal Year Ended March 2026 | |||
| Net Assets (million CAD) | 213 | ||
| Total Assets (million CAD) | 221 | ||
| Net Assets per Share (thousand CAD) | 0 | ||
| Net Sales (thousand CAD) | 0 | ||
| Operating Income (million CAD) | (1) | ||
| Net Income Attributable to Parent Company Shareholders (million CAD) | 1 | ||
| Net Income per Share (thousand CAD) | 0 | ||
| Dividend per Share (thousand CAD) | 0 | ||
- *The applied foreign exchange rate is 117.28, TTM rate as of the end of April, 2026.
- **Unconsolidated base
(2)Subsidiaries Other than the Specified Subsidiaries Subject to the Change
| (1) | Name | Cermaq Canada Ltd. | |
|---|---|---|---|
| (2) | Location | 203 - 919 Island Highway, Campbell River, BC V9W 2C2, Canada | |
| (3) | Representative | Director, Steven Rafferty | |
| (4) | Business Description | Operation in the aquaculture industry and related supplier activities | |
| (5) | Capital | CAD 15 million (equivalent to about JPY 1.8 billion*) | |
| (6) | Date of Establishment | January 1, 2006 | |
| (7) | Major Shareholder / Ownership Ratio | Cermaq Holding AS 100.00% | |
| (8) | Relationship with the Company | Capital | 100% owned by Cermaq Holding AS |
| Personnel | None | ||
| Business | None | ||
| (9) | Financial Performance and Position for the most recent fiscal year** (CAD: Canadian dollars) | ||
| Fiscal Year Ended March 2026 | |||
| Net Assets (million CAD) | 161 | ||
| Total Assets (million CAD) | 217 | ||
| Net Assets per Share (thousand CAD) | 11 | ||
| Net Sales (thousand CAD) | 175 | ||
| Operating Income (million CAD) | (31) | ||
| Net Income Attributable to Parent Company Shareholders (million CAD) | (15) | ||
| Net Income per Share (thousand CAD) | (1) | ||
| Dividend per Share (thousand CAD) | 0 | ||
| (1) | Name | Cermaq Seafood BC Ltd. | |
|---|---|---|---|
| (2) | Location | 203 - 919 Island Highway, Campbell River, BC V9W 2C2, Canada | |
| (3) | Representative | Director, Axel Gustavsen | |
| (4) | Business Description | Operation in the aquaculture industry and related supplier activities | |
| (5) | Capital | CAD 38 million (equivalent to about JPY4.5 billion*) | |
| (6) | Date of Establishment | December 31, 2017 | |
| (7) | Major Shareholder / Ownership Ratio | CQ Canada Holding Ltd 100.00% | |
| (8) | Relationship with the Company | Capital | 100% owned by CQ Canada Holding Ltd |
| Personnel | None | ||
| Business | None | ||
| (9) | Financial Performance and Position for the most recent fiscal year** (CAD: Canadian dollars) | ||
| Fiscal Year Ended March 2026 | |||
| Net Assets (million CAD) | 51 | ||
| Total Assets (million CAD) | 243 | ||
| Net Assets per Share (thousand CAD) | 0 | ||
| Net Sales (thousand CAD) | 43 | ||
| Operating Income (million CAD) | (1) | ||
| Net Income Attributable to Parent Company Shareholders (million CAD) | (1) | ||
| Net Income per Share (thousand CAD) | (0) | ||
| Dividend per Share (thousand CAD) | 0 | ||
- *The applied foreign exchange rate is 117.28, TTM rate as of the end of April, 2026.
- **Unconsolidated base
4.Status After the Implementation of the Transaction
As a result of this transaction, CQ Canada Holding Ltd., Cermaq Canada Ltd. and Cermaq Seafood BC Ltd. will cease to exist, and all their assets, liabilities, rights, and obligations will be fully succeeded by Cermaq British Columbia Ltd., which will continue the business as the surviving company.
5.Impact on the Company’s Financial Results
The impact on the Company’s financial results for the fiscal year ending March 31, 2027 is expected to be immaterial.
Inquiry Recipient
Mitsubishi CorporationTelephone:+81-3-3210-2171