Worth reading
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Acquisition of shares and conversion into a subsidiaryCounterpartyKobayashi Kyoichi (小林 亨一), Kobayashi Hiroyuki (小林 博之)
Disclosing companyTSI HOLDINGS CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution10 April 2026
Contract DateDate of execution of basic agreement: 10 April 2026. Date of execution of share transfer agreement: currently under discussion.
Execution Date / Effective DateClosing date of share transfer: currently under discussion.
Target company
Planning and manufacturing of textile products, wholesale, and trading, Import and sale of textile products
Location Sumida-ku, Tokyo, Sumida-ku, TokyoShare capital ¥10 million, ¥30 millionDate of incorporation 18 November 1965, 27 August 1999
Net SalesFiscal year ended October 2025: ¥4,455 million, Fiscal year ended July 2025: ¥431 million
Operating profitFiscal year ended October 2025: ¥946 million, Fiscal year ended July 2025: ¥99 million
Net income for the current fiscal yearFiscal year ended October 2025: ¥718 million, Fiscal year ended July 2025: ¥79 million
Net assetsFiscal year ended October 2025: ¥6,189 million, Fiscal year ended July 2025: ¥279 million
Consideration and expenses
Acquisition priceInformation on the acquisition price will not be disclosed because the sellers are individuals., Information on the acquisition price will not be disclosed because the sellers are individuals.
Impact on Business Performance
The impact of this share acquisition on business performance is currently being calculated. The Company will promptly disclose any matters that should be announced.
Procedures and assumptions
Valuation methodologyTo be determined through discussions with the sellers based on valuations calculated by an independent third-party institution
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares and conversion into a subsidiary |
| Counterparty name | Kobayashi Kyoichi (小林 亨一), Kobayashi Hiroyuki (小林 博之) |
| Name of the Subject Company | 東洋エンタープライズ株式会社, 株式会社レイラニトレーディング |
| Business Description of the Subject Company | Planning and manufacturing of textile products, wholesale, and trading, Import and sale of textile products |
| Location of the Subject Company | Sumida-ku, Tokyo, Sumida-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million, ¥30 million |
| Date of Establishment of the Subject Company | 18 November 1965, 27 August 1999 |
| Net Sales of the Subject Company | Fiscal year ended October 2025: ¥4,455 million, Fiscal year ended July 2025: ¥431 million |
| Operating Profit of the Subject Company | Fiscal year ended October 2025: ¥946 million, Fiscal year ended July 2025: ¥99 million |
| Net Income of the Subject Company | Fiscal year ended October 2025: ¥718 million, Fiscal year ended July 2025: ¥79 million |
| Net Assets of the Subject Company | Fiscal year ended October 2025: ¥6,189 million, Fiscal year ended July 2025: ¥279 million |
| Acquisition price | Information on the acquisition price will not be disclosed because the sellers are individuals., Information on the acquisition price will not be disclosed because the sellers are individuals. |
| Number of shares acquired | 東洋エンタープライズ株式会社: 6,840 shares (6,840 voting rights), 株式会社レイラニトレーディング: 600 shares (600 voting rights) |
| Voting rights ownership percentage | Before 東洋エンタープライズ株式会社: 0%; 株式会社レイラニトレーディング: 0% → after 東洋エンタープライズ株式会社: 87.7%; 株式会社レイラニトレーディング: 100% |
| Impact on Business Performance | The impact of this share acquisition on business performance is currently being calculated. The Company will promptly disclose any matters that should be announced. |
| Date of board resolution | 10 April 2026 |
| Contract Date | Date of execution of basic agreement: 10 April 2026. Date of execution of share transfer agreement: currently under discussion. |
| Execution Date / Effective Date | Closing date of share transfer: currently under discussion. |
| Valuation methodology | To be determined through discussions with the sellers based on valuations calculated by an independent third-party institution |
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Independent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition
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 advance the brand portfolio strategy set out in the medium-term management plan and expand into new market areas. By combining 東洋エンタープライズ株式会社's strength in "ultimate reissues and cultural heritage" with the Company's diverse brand portfolio, the Company aims to generate synergies through the development of limited-edition lines, expansion of its customer base through "mix.tokyo," and joint promotion of "Japan Quality" in global markets. The Company also expects to expand its share of the American casualwear market for existing brands such as "AVIREX" and "ALPHA INDUSTRIES."
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