Komori
M&A and Subsidiary Changes2485TEAR CorporationInformation and Communications, Services and Others

Regarding the transfer of a business to a subsidiary through an absorption-type company split

The Company will transfer its real estate business and inheritance support business to its wholly owned subsidiary, 株式会社ティアネクスト, through an absorption-type company split. The effective date will be 1 July 2026, and no shares or other consideration will be delivered.

Worth reading
44Recurring
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
4
Share of consolidated net sales attributable to the businesses (%, approximately)
Wording
Conditional
How definitive the wording is.

This transaction

Absorption-type company split
Counterparty株式会社ティアネクスト
Disclosing companyTEAR Corporation
Subject of this transactionVoting rights ownership percentage Before 100% (the Company's wholly owned subsidiary) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Real estate sales and brokerage, vacant-home utilization support Introduction of specialists focused on inheritance

Net SalesReal estate business: ¥516 million; inheritance support business: ¥272 million (most recent fiscal year)
Consideration and expenses
Acquisition priceNot applicable (no shares or other consideration will be delivered in connection with this company split)
Type of ConsiderationNo consideration
Impact on Business Performance

The impact on the Company's consolidated results will be minor. The impact on its non-consolidated results is currently under review, and the Company will provide further information once the details are known.

Procedures and assumptions
Conditions Precedent to ExecutionAs the transaction qualifies as a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, it will be carried out without obtaining approval at a shareholders' meeting of the Company.
Management structure after acquisitionThe Company’s corporate name, location, representative, business activities, capital and fiscal year-end will not change as a result of this company split. The treatment of employees has not been disclosed.
This transaction
ItemDetails
Transaction nameAbsorption-type company split
Counterparty name株式会社ティアネクスト
Business Description of the Subject CompanyReal estate sales and brokerage, vacant-home utilization support Introduction of specialists focused on inheritance
Net Sales of the Subject CompanyReal estate business: ¥516 million; inheritance support business: ¥272 million (most recent fiscal year)
Acquisition priceNot applicable (no shares or other consideration will be delivered in connection with this company split)
Type of ConsiderationNo consideration
Voting rights ownership percentageBefore 100% (the Company's wholly owned subsidiary) (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be minor. The impact on its non-consolidated results is currently under review, and the Company will provide further information once the details are known.
Date of board resolution13 April 2026
Contract Date13 April 2026
Execution Date / Effective Date1 July 2026 (effective date of the company split)
Conditions Precedent to ExecutionAs the transaction qualifies as a simplified absorption-type company split under Article 784, Paragraph 2 of the Companies Act, it will be carried out without obtaining approval at a shareholders' meeting of the Company.
Management structure after acquisitionThe Company’s corporate name, location, representative, business activities, capital and fiscal year-end will not change as a result of this company split. The treatment of employees has not been disclosed.
Items this document does not state (19)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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.

To accelerate decision-making on real estate transactions, recruit and retain personnel with expertise specific to the real estate business, and improve the closing rate by leveraging the compatibility between real estate and inheritance procedures. The Company also states that it took the businesses' future potential into consideration.

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.
Regarding the transfer of a business to a subsidiary through an absorption-type company split | TEAR Corporation (2485) timely disclosure | Komori