Worth reading
59In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
97
¥ millions (book value of assets subject to the split)Wording
Conditional
How definitive the wording is.This transaction
This incorporation-type company splitCounterparty株式会社 Crazy Jasmine Tokyo (newly established company and successor company)
Disclosing companyITO EN,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Sales of perfumes, cosmetics, fragrance accessories and other products under the Crazy Jasmine brand, together with related ancillary businesses
Location Shibuya, TokyoShare capital ¥50 millionDate of incorporation 1 May 2026 (planned)
Net Sales¥2 million (actual for the fiscal year ended April 2025) / ¥36 million (forecast for the fiscal year ending April 2026)
Consideration and expenses
Type of ConsiderationShares (all 5,000 common shares issued by the new company will be allotted and delivered to ITO EN, LTD.)
Impact on Business Performance
The impact of this incorporation-type company split on the consolidated results of ITO EN, LTD. will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified incorporation-type company split as provided for in Article 805 of the Companies Act, it will be carried out without obtaining approval at a shareholders' meeting.
Management structure after acquisitionThe new company is expected to become a wholly owned subsidiary of ITO EN, LTD. The representative director and president of the new company will be Ai Yoko (阿井陽子). There will be no changes to the name, location, representative, business activities, capital or fiscal year-end of ITO EN, LTD. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This incorporation-type company split |
| Counterparty name | 株式会社 Crazy Jasmine Tokyo (newly established company and successor company) |
| Name of the Subject Company | 株式会社 Crazy Jasmine Tokyo |
| Business Description of the Subject Company | Sales of perfumes, cosmetics, fragrance accessories and other products under the Crazy Jasmine brand, together with related ancillary businesses |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 1 May 2026 (planned) |
| Net Sales of the Subject Company | ¥2 million (actual for the fiscal year ended April 2025) / ¥36 million (forecast for the fiscal year ending April 2026) |
| Type of Consideration | Shares (all 5,000 common shares issued by the new company will be allotted and delivered to ITO EN, LTD.) |
| Number of shares acquired | 5,000 shares (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | After 100.00％ (before not disclosed) |
| Impact on Business Performance | The impact of this incorporation-type company split on the consolidated results of ITO EN, LTD. will be immaterial. |
| Date of board resolution | 27 March 2026 |
| Execution Date / Effective Date | 1 May 2026 (planned) |
| Conditions Precedent to Execution | As this is a simplified incorporation-type company split as provided for in Article 805 of the Companies Act, it will be carried out without obtaining approval at a shareholders' meeting. |
| Management structure after acquisition | The new company is expected to become a wholly owned subsidiary of ITO EN, LTD. The representative director and president of the new company will be Ai Yoko (阿井陽子). There will be no changes to the name, location, representative, business activities, capital or fiscal year-end of ITO EN, LTD. Employee treatment: Not disclosed. |
Items this document does not state (16)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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 further expand the business and accelerate management decision-making. Following approximately 3 years of proof-of-concept operations, the business has reached the commercialization stage. The new company will operate the business with e-commerce sales as its core channel, establishing a foundation for creating new businesses within the Group.
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