Komori
M&A and Subsidiary Changes141ATRIAL Holdings,Inc.Retail

Notice Concerning a Company Split with a Wholly Owned Subsidiary (Simplified Absorption-Type Company Split)

TRIAL Holdings,Inc. will assume, without consideration, the rights and obligations relating to the management business of 株式会社トライアルゴルフ&リゾート from its wholly owned subsidiary, 株式会社トライアルリアルエステート. This will result in a structure under which TRIAL Holdings,Inc. directly holds the shares of TRET and TGR.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
2175
¥ million (property, plant and equipment)
Wording
Conditional
How definitive the wording is.

This transaction

This company split (absorption-type company split)
Counterparty株式会社トライアルリアルエステート
Disclosing companyTRIAL Holdings,Inc.
株式会社トライアルリアルエステート (split company)Subject of this transactionVoting rights ownership percentage Before 100% (the company's ownership interest in TRET) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Real estate management and ownership, and other businesses

Location Higashi Ward, Fukuoka City, Fukuoka PrefectureShare capital ¥100 millionDate of incorporation 1 December 2020
Net Sales¥1,065 million (fiscal year ended June 2025)
Operating profit¥588 million (fiscal year ended June 2025)
Net income for the current fiscal year¥373 million (fiscal year ended June 2025)
Net assets¥554 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Impact on Business Performance

As this company split will be conducted between the company and its wholly owned subsidiary, its impact on consolidated results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionThe company will conduct the transaction as a simplified absorption-type company split under Article 796, Paragraph 2 of the Companies Act, while TRET will conduct it as a short-form absorption-type company split under Article 784, Paragraph 1 of the same Act. Neither company will hold a shareholders' meeting to approve the absorption-type company split agreement.
Management structure after acquisitionFollowing this company split, there will be no change to the company's trade name, head office location, title or name of its representative, business activities, capital or fiscal year-end. Treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis company split (absorption-type company split)
Counterparty name株式会社トライアルリアルエステート
Name of the Subject Company株式会社トライアルリアルエステート (split company)
Business Description of the Subject CompanyReal estate management and ownership, and other businesses
Location of the Subject CompanyHigashi Ward, Fukuoka City, Fukuoka Prefecture
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company1 December 2020
Net Sales of the Subject Company¥1,065 million (fiscal year ended June 2025)
Operating Profit of the Subject Company¥588 million (fiscal year ended June 2025)
Net Income of the Subject Company¥373 million (fiscal year ended June 2025)
Net Assets of the Subject Company¥554 million (fiscal year ended June 2025)
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Voting rights ownership percentageBefore 100% (the company's ownership interest in TRET) (after not disclosed)
Impact on Business PerformanceAs this company split will be conducted between the company and its wholly owned subsidiary, its impact on consolidated results will be immaterial.
Date of board resolution23 June 2026
Contract Date23 June 2026 (scheduled)
Execution Date / Effective Date1 August 2026 (予定)
Conditions Precedent to ExecutionThe company will conduct the transaction as a simplified absorption-type company split under Article 796, Paragraph 2 of the Companies Act, while TRET will conduct it as a short-form absorption-type company split under Article 784, Paragraph 1 of the same Act. Neither company will hold a shareholders' meeting to approve the absorption-type company split agreement.
Management structure after acquisitionFollowing this company split, there will be no change to the company's trade name, head office location, title or name of its representative, business activities, capital or fiscal year-end. Treatment of employees: Not disclosed
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The purpose is to accelerate decision-making in group management and strengthen governance by bringing the real estate and resort businesses under the company's direct control. The company explains that this will contribute to increasing the corporate value of the group.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning a Company Split with a Wholly Owned Subsidiary (Simplified Absorption-Type Company Split) | TRIAL Holdings,Inc. (141A) timely disclosure | Komori