Komori
M&A and Subsidiary Changes3186NEXTAGE Co.,Ltd.Retail

Notice Regarding a Company Split (Simplified Absorption-Type Company Split)

NEXTAGE Co.,Ltd. has decided to transfer its Volvo, Jaguar Land Rover, BYD, Maserati and AutoStage businesses to 4 wholly owned subsidiaries through a simplified absorption-type company split. The effective date is scheduled for 1 June 2026.

Worth reading
46Recurring
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
42540
¥ million (combined revenue of the businesses to be transferred for the fiscal year ended November 2025)
Wording
Definitive
How definitive the wording is.

This transaction

Company split (simplified absorption-type company split)
Counterparty株式会社ett, 株式会社Shin, 株式会社フィオレンテ, 株式会社ism
Disclosing companyNEXTAGE Co.,Ltd.
Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

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

Automotive sales and servicing businesses relating to the following ①–④: ① Volvo business, ② Jaguar Land Rover and BYD businesses, ③ Maserati business, and ④ AutoStage business

Location 15th Floor, Chunichi Building, 4-1-1 Sakae, Naka-ku, Nagoya (4 companies receiving the businesses)Share capital ¥10 million each (4 companies receiving the businesses)Date of incorporation 9 March 2026 (4 companies receiving the businesses)
Net SalesVolvo business: ¥11,945 million (fiscal year ended November 2025), Jaguar Land Rover and BYD businesses: ¥24,542 million (fiscal year ended November 2025), Maserati business: ¥4,859 million (fiscal year ended November 2025), AutoStage business: ¥1,194 million (fiscal year ended November 2025)
Consideration and expenses
Acquisition priceNo money or other assets will be delivered
Type of ConsiderationNo consideration
Impact on Business Performance

The company has determined that the impact of this company split on its results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified absorption-type company split conducted pursuant to Article 784, Paragraph 2 of the Companies Act, it will be carried out without obtaining approval by resolution at a shareholders’ meeting.
Management structure after acquisitionThere will be no changes resulting from the company split to the names, locations, titles or names of representatives, business descriptions, capital or fiscal year-end of the Company or ett, Shin, フィオレンテ and ism. Treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameCompany split (simplified absorption-type company split)
Counterparty name株式会社ett, 株式会社Shin, 株式会社フィオレンテ, 株式会社ism
Business Description of the Subject CompanyAutomotive sales and servicing businesses relating to the following ①–④: ① Volvo business, ② Jaguar Land Rover and BYD businesses, ③ Maserati business, and ④ AutoStage business
Location of the Subject Company15th Floor, Chunichi Building, 4-1-1 Sakae, Naka-ku, Nagoya (4 companies receiving the businesses)
Capital Stock of the Subject Company¥10 million each (4 companies receiving the businesses)
Date of Establishment of the Subject Company9 March 2026 (4 companies receiving the businesses)
Net Sales of the Subject CompanyVolvo business: ¥11,945 million (fiscal year ended November 2025), Jaguar Land Rover and BYD businesses: ¥24,542 million (fiscal year ended November 2025), Maserati business: ¥4,859 million (fiscal year ended November 2025), AutoStage business: ¥1,194 million (fiscal year ended November 2025)
Acquisition priceNo money or other assets will be delivered
Type of ConsiderationNo consideration
Voting rights ownership percentageBefore 100% → after 100%
Impact on Business PerformanceThe company has determined that the impact of this company split on its results will be immaterial.
Date of board resolution15 April 2026
Contract Date15 April 2026
Execution Date / Effective Date1 June 2026 (予定)
Conditions Precedent to ExecutionAs this is a simplified absorption-type company split conducted pursuant to Article 784, Paragraph 2 of the Companies Act, it will be carried out without obtaining approval by resolution at a shareholders’ meeting.
Management structure after acquisitionThere will be no changes resulting from the company split to the names, locations, titles or names of representatives, business descriptions, capital or fiscal year-end of the Company or ett, Shin, フィオレンテ and ism. Treatment of employees: Not disclosed
Items this document does not state (16)
Name 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 clarify responsibility for each business, accelerate decision-making, respond to market changes quickly and flexibly, and meet increasingly diverse customer needs.

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 Regarding a Company Split (Simplified Absorption-Type Company Split) | NEXTAGE Co.,Ltd. (3186) timely disclosure | Komori