Komori
M&A and Subsidiary Changes215ATimee,Inc.Information and Communications, Services and Others

Notice Regarding a Company Split Involving a Wholly Owned Subsidiary (Simplified Absorption-Type Company Split)

The Company will carry out a company split to transfer its field manager business and ロジヒーロー's sales business to its wholly owned subsidiary スキマワークス株式会社 without consideration. The effective date is scheduled for 1 August 2026.

Worth reading
42Recurring
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
42378
¥ thousand
Wording
Conditional
How definitive the wording is.

This transaction

This company split
Counterparty (target company)スキマワークス株式会社
Disclosing companyTimee,Inc.
Subject of this transactionVoting rights ownership percentage Before 100% (as of 31 October 2025) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Development and operation of a staffing platform for logistics warehouses that addresses their workforce needs

Location Minato-ku, TokyoShare capital ¥174.999 millionDate of incorporation 2 June 2015
Net Sales¥632.637 million (fiscal year ended October 2025)
Operating profit-¥22.420 million (fiscal year ended October 2025)
Net income for the current fiscal year-¥50.317 million (fiscal year ended October 2025)
Net assets¥105.554 million (fiscal year ended October 2025)
Consideration and expenses
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Impact on Business Performance

The Company considers the impact of this company split on its consolidated results to be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionAs this constitutes a simplified company split and a short-form company split, it will be carried out without obtaining approval at the shareholders' meetings of the transferring company and the successor company.
Management structure after acquisitionThere will be no changes following this company split to the Company's name, location, titles or names of its representative officers, business activities, capital or fiscal year-end.
This transaction
ItemDetails
Transaction nameThis company split
Counterparty nameスキマワークス株式会社
Name of the Subject Companyスキマワークス株式会社
Business Description of the Subject CompanyDevelopment and operation of a staffing platform for logistics warehouses that addresses their workforce needs
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥174.999 million
Date of Establishment of the Subject Company2 June 2015
Net Sales of the Subject Company¥632.637 million (fiscal year ended October 2025)
Operating Profit of the Subject Company-¥22.420 million (fiscal year ended October 2025)
Net Income of the Subject Company-¥50.317 million (fiscal year ended October 2025)
Net Assets of the Subject Company¥105.554 million (fiscal year ended October 2025)
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Voting rights ownership percentageBefore 100% (as of 31 October 2025) (after not disclosed)
Impact on Business PerformanceThe Company considers the impact of this company split on its consolidated results to be immaterial.
Date of board resolution18 May 2026
Contract Date18 May 2026
Execution Date / Effective Date1 August 2026 (scheduled)
Conditions Precedent to ExecutionAs this constitutes a simplified company split and a short-form company split, it will be carried out without obtaining approval at the shareholders' meetings of the transferring company and the successor company.
Management structure after acquisitionThere will be no changes following this company split to the Company's name, location, titles or names of its representative officers, business activities, capital or fiscal year-end.
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 businesses subject to the split and the businesses of スキマワークス株式会社 are highly complementary. The Company states that it aims to establish a more efficient and agile service delivery structure by combining the management resources of both companies, including their expertise and customer bases. It will reorganize the businesses into an organization optimized for their respective characteristics, accelerate business development and improve the corporate value of the Group as a whole.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Company Split Involving a Wholly Owned Subsidiary (Simplified Absorption-Type Company Split) | Timee,Inc. (215A) timely disclosure | Komori