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How definitive the wording is.This transaction
This merger (absorption-type merger)Counterparty (target company)株式会社ダイドーフォワード
Disclosing companyDAIDOH LIMITED
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Planning, manufacturing and sale of apparel and fashion products; real estate management; operation of commercial facilities; and other activities
Location 3-1-16 Sotokanda, Chiyoda-ku, TokyoShare capital ¥100 millionDate of incorporation 22 August 2007
Net Sales¥12,443 million (31 March 2026)
Operating profit¥625 million operating loss (31 March 2026)
Net income for the current fiscal year¥117 million net loss (31 March 2026)
Net assets¥5,158 million (31 March 2026)
Consideration and expenses
Acquisition priceNo share allotment or other property transfer will be made
Type of ConsiderationNo consideration (no share allotment or other property transfer will be made)
Merger ratio/share exchange ratioNo ratio (no shares will be allotted). DAIDOH LIMITED will be the surviving company, and 株式会社ダイドーフォワード will be the dissolved company
Amount of extraordinary income (loss)The Company expects to record an extraordinary loss from the loss on the extinguishment of shares held in the absorbed company. The amount is currently under review (no unit specified)
Impact on Business Performance
The impact of this merger on the Company's consolidated financial results will be immaterial
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the merger at the Company's extraordinary general meeting of shareholders scheduled for 19 November 2026. The amendments to the Articles of Incorporation are conditional on the merger taking effect
Management structure after acquisitionThere will be no changes to the Company's trade name, location, titles or names of its representative officers, capital or fiscal year-end. The Company plans to add business purposes in connection with assuming the business of 株式会社ダイドーフォワード. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger (absorption-type merger) |
| Counterparty name | 株式会社ダイドーフォワード |
| Name of the Subject Company | 株式会社ダイドーフォワード |
| Business Description of the Subject Company | Planning, manufacturing and sale of apparel and fashion products; real estate management; operation of commercial facilities; and other activities |
| Location of the Subject Company | 3-1-16 Sotokanda, Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 22 August 2007 |
| Net Sales of the Subject Company | ¥12,443 million (31 March 2026) |
| Operating Profit of the Subject Company | ¥625 million operating loss (31 March 2026) |
| Net Income of the Subject Company | ¥117 million net loss (31 March 2026) |
| Net Assets of the Subject Company | ¥5,158 million (31 March 2026) |
| Acquisition price | No share allotment or other property transfer will be made |
| Type of Consideration | No consideration (no share allotment or other property transfer will be made) |
| Merger ratio/share exchange ratio | No ratio (no shares will be allotted). DAIDOH LIMITED will be the surviving company, and 株式会社ダイドーフォワード will be the dissolved company |
| Voting rights ownership percentage | Before 100.00% (as of 31 March 2026) → after not applicable (the target company will be dissolved through the merger) |
| Amount of extraordinary income (loss) | The Company expects to record an extraordinary loss from the loss on the extinguishment of shares held in the absorbed company. The amount is currently under review (no unit specified) |
| Impact on Business Performance | The impact of this merger on the Company's consolidated financial results will be immaterial |
| Date of board resolution | 1 October 2026 |
| Contract Date | 1 October 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Conditions Precedent to Execution | Approval of the merger at the Company's extraordinary general meeting of shareholders scheduled for 19 November 2026. The amendments to the Articles of Incorporation are conditional on the merger taking effect |
| Management structure after acquisition | There will be no changes to the Company's trade name, location, titles or names of its representative officers, capital or fiscal year-end. The Company plans to add business purposes in connection with assuming the business of 株式会社ダイドーフォワード. Treatment of employees: Not disclosed |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountValuation 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 merger is intended to accelerate decision-making, consolidate management resources, improve the efficiency of administrative operations, and advance an integrated structural reform of the apparel business centered on NEWYORKER. The planned relocation of both companies to the same floor of the same building is also cited as a catalyst for the merger.
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