Worth reading
73In focus
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
121858487
Shares (number of new shares to be issued by the joint holding company; scheduled)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share transfer (joint share transfer)Counterparty (target company)WORLD CO.,LTD., 株式会社TSIホールディングス
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.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
As a business holding company, management and administration of the group as a whole, which operates brand, digital and platform businesses through its subsidiaries, and related activities, Management of the business activities of subsidiaries and group companies, and related activities
Location 6-8-1 Minatojima-Nakamachi, Chuo-ku, Kobe, Hyogo, 8-5-27 Akasaka, Minato-ku, TokyoShare capital ¥6,000 million, ¥15,000 millionDate of incorporation 13 January 1959, 1 June 2011
Net Sales¥284,014 million (fiscal year ended February 2026), ¥167,085 million (fiscal year ended February 2026)
Operating profit¥16,028 million (fiscal year ended February 2026), ¥4,325 million (fiscal year ended February 2026)
Net income for the current fiscal year¥12,013 million (fiscal year ended February 2026; profit attributable to owners of the parent), ¥3,793 million (fiscal year ended February 2026; net income)
Net assets¥96,282 million (fiscal year ended February 2026; total equity), ¥99,321 million (fiscal year ended February 2026)
Consideration and expenses
Type of ConsiderationShares (1 ordinary share of the joint holding company will be issued for each ordinary share of WORLD CO.,LTD.; 0.8 ordinary share of the joint holding company will be issued for each ordinary share of 株式会社TSIホールディングス)
Merger ratio/share exchange ratioWORLD CO.,LTD.: 株式会社TSIホールディングス = 1:0.8. One ordinary share of the joint holding company will be allocated for each ordinary share of WORLD CO.,LTD., and 0.8 ordinary share of the joint holding company will be allocated for each ordinary share of 株式会社TSIホールディングス. The joint holding company will be the surviving wholly owning parent company.
Goodwill amountGoodwill (or negative goodwill) is expected to arise as a result of applying the purchase method. The amount has not been determined at this time, and the amortization period is also Not disclosed.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The joint holding company's management policies, plans and earnings outlook will be considered jointly by the two companies and announced once finalized.
Procedures and assumptions
Valuation methodologyMarket price average method, comparable company analysis and DCF analysis (Nomura Securities) / Market price reference method, comparable company analysis and DCF analysis (Mizuho Securities)
Independent valuation institutionNomura Securities Co., Ltd., Mizuho Securities Co., Ltd.
Conditions Precedent to ExecutionApproval at the general meetings of shareholders of both companies and approval by the relevant authorities, among other conditions. The transaction is conditional on obtaining the necessary permits, approvals and other authorizations from the relevant authorities.
Management structure after acquisitionThe joint holding company's corporate name will be 株式会社インフィニティ・ユナイテッド. Shimoji Takeshi (下地毅) is scheduled to become Representative Director and Chairman, and Suzuki Nobuteru (鈴木信輝) is scheduled to become Representative Director and President and Executive Officer. Following the reorganization, the intermediate holding companies will comprise 株式会社TSI, 株式会社ワールド・ブランズ and 株式会社ワールド・ソリューションズ. 株式会社ワールド・ブランズ is considering changing its corporate name to WORLD CO.,LTD. Maekawa Masanori (前川正典), currently Director and COO of 株式会社TSIホールディングス, is scheduled to become Representative Director and President of 株式会社TSI. Employee treatment is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share transfer (joint share transfer) |
| Counterparty name | WORLD CO.,LTD., 株式会社TSIホールディングス |
| Name of the Subject Company | WORLD CO.,LTD., 株式会社TSIホールディングス |
| Business Description of the Subject Company | As a business holding company, management and administration of the group as a whole, which operates brand, digital and platform businesses through its subsidiaries, and related activities, Management of the business activities of subsidiaries and group companies, and related activities |
| Location of the Subject Company | 6-8-1 Minatojima-Nakamachi, Chuo-ku, Kobe, Hyogo, 8-5-27 Akasaka, Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥6,000 million, ¥15,000 million |
| Date of Establishment of the Subject Company | 13 January 1959, 1 June 2011 |
| Net Sales of the Subject Company | ¥284,014 million (fiscal year ended February 2026), ¥167,085 million (fiscal year ended February 2026) |
| Operating Profit of the Subject Company | ¥16,028 million (fiscal year ended February 2026), ¥4,325 million (fiscal year ended February 2026) |
| Net Income of the Subject Company | ¥12,013 million (fiscal year ended February 2026; profit attributable to owners of the parent), ¥3,793 million (fiscal year ended February 2026; net income) |
| Net Assets of the Subject Company | ¥96,282 million (fiscal year ended February 2026; total equity), ¥99,321 million (fiscal year ended February 2026) |
| Type of Consideration | Shares (1 ordinary share of the joint holding company will be issued for each ordinary share of WORLD CO.,LTD.; 0.8 ordinary share of the joint holding company will be issued for each ordinary share of 株式会社TSIホールディングス) |
| Merger ratio/share exchange ratio | WORLD CO.,LTD.: 株式会社TSIホールディングス = 1:0.8. One ordinary share of the joint holding company will be allocated for each ordinary share of WORLD CO.,LTD., and 0.8 ordinary share of the joint holding company will be allocated for each ordinary share of 株式会社TSIホールディングス. The joint holding company will be the surviving wholly owning parent company. |
| Number of shares acquired | Number of new shares to be issued by the joint holding company (scheduled): 121,858,487 shares. Number of voting rights: Not disclosed. |
| Voting rights ownership percentage | After 100% (the joint holding company will make WORLD CO.,LTD. and 株式会社TSIホールディングス wholly owned subsidiaries) (before not disclosed) |
| Goodwill amount | Goodwill (or negative goodwill) is expected to arise as a result of applying the purchase method. The amount has not been determined at this time, and the amortization period is also Not disclosed. |
| Impact on Business Performance | The joint holding company's management policies, plans and earnings outlook will be considered jointly by the two companies and announced once finalized. |
| Date of board resolution | 14 October 2026 |
| Contract Date | 14 October 2026 |
| Execution Date / Effective Date | 1 March 2027 (Monday) (scheduled) |
| Valuation methodology | Market price average method, comparable company analysis and DCF analysis (Nomura Securities) / Market price reference method, comparable company analysis and DCF analysis (Mizuho Securities) |
| Independent valuation institution | Nomura Securities Co., Ltd., Mizuho Securities Co., Ltd. |
| Conditions Precedent to Execution | Approval at the general meetings of shareholders of both companies and approval by the relevant authorities, among other conditions. The transaction is conditional on obtaining the necessary permits, approvals and other authorizations from the relevant authorities. |
| Management structure after acquisition | The joint holding company's corporate name will be 株式会社インフィニティ・ユナイテッド. Shimoji Takeshi (下地毅) is scheduled to become Representative Director and Chairman, and Suzuki Nobuteru (鈴木信輝) is scheduled to become Representative Director and President and Executive Officer. Following the reorganization, the intermediate holding companies will comprise 株式会社TSI, 株式会社ワールド・ブランズ and 株式会社ワールド・ソリューションズ. 株式会社ワールド・ブランズ is considering changing its corporate name to WORLD CO.,LTD. Maekawa Masanori (前川正典), currently Director and COO of 株式会社TSIホールディングス, is scheduled to become Representative Director and President of 株式会社TSI. Employee treatment is Not disclosed. |
Items this document does not state (8)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Special 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 companies' business portfolios and brands have limited overlap and are mutually complementary. The companies expect economies of scale and cost reductions through the standardization of business infrastructure, the integration of customers, sales channels and product content, and the integration of procurement and payments. The companies aim to allocate the resources generated to growth investment and investment in human capital, thereby establishing a new "third force" in the fashion industry.
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