Komori
M&A and Subsidiary Changes3612WORLD CO.,LTD.Materials and Chemicals

Notice Regarding the Establishment of a New Company and Its Conversion into a Subsidiary by Our Equity-Method Affiliate, 株式会社W&Dインベストメントデザイン, for the Purpose of Business Succession at 内野株式会社

W&Dインベストメントデザイン, an equity-method affiliate of World, will transfer all of 内野株式会社’s businesses and the financial liabilities subject to succession to a newly established company through an absorption-type company split, making the new company a wholly owned subsidiary. W&Dインベストメントデザイン plans to subscribe to a third-party allotment of shares by the new company, while 内野株式会社 plans to liquidate after disposing of assets not transferred to the new company.

Worth reading
46Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
11818
¥ million (net sales for the fiscal year ended August 2025)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Establishment and subsidiarization of a new company for the succession of 内野株式会社’s business
Counterparty (target company)内野株式会社
Disclosing companyWORLD CO.,LTD.
Subject of this transaction
Execution Date / Effective Date1 December 2026 (scheduled)
Target company

Planning, wholesale and sale of towels and other lifestyle products

Location Chuo-ku, TokyoShare capital ¥50 millionDate of incorporation 23 August 1947
Net Sales¥11,818 million (fiscal year ended August 2025)
Consideration and expenses
Funding arrangementsW&Dインベストメントデザイン plans to subscribe to a third-party allotment of shares conducted by the successor company
Procedures and assumptions
Management structure after acquisitionW&Dインベストメントデザイン will be responsible for the management and governance of the successor company. It plans to support the reconstruction of the business foundation and the recovery of earning power by leveraging the World Group’s business operating expertise and DBJ’s expertise in finance and business revitalization. Following the effective date of the company split, 内野株式会社 plans to liquidate after converting and disposing of assets not transferred to the successor company.
This transaction
ItemDetails
Transaction nameEstablishment and subsidiarization of a new company for the succession of 内野株式会社’s business
Counterparty name内野株式会社
Name of the Subject Company内野株式会社
Business Description of the Subject CompanyPlanning, wholesale and sale of towels and other lifestyle products
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company23 August 1947
Net Sales of the Subject Company¥11,818 million (fiscal year ended August 2025)
Funding arrangementsW&Dインベストメントデザイン plans to subscribe to a third-party allotment of shares conducted by the successor company
Execution Date / Effective Date1 December 2026 (scheduled)
Management structure after acquisitionW&Dインベストメントデザイン will be responsible for the management and governance of the successor company. It plans to support the reconstruction of the business foundation and the recovery of earning power by leveraging the World Group’s business operating expertise and DBJ’s expertise in finance and business revitalization. Following the effective date of the company split, 内野株式会社 plans to liquidate after converting and disposing of assets not transferred to the successor company.
Items this document does not state (21)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 aim to restore earning power and achieve sustainable growth by combining 内野株式会社’s proprietary materials and technologies, product development capabilities, brand assets, customer base centered on department stores, and OEM and wholesale distribution channels with the World Group’s operational expertise in product planning, production, sales, retail, digital operations and logistics, as well as DBJ’s expertise in finance and business revitalization. Against a backdrop of shrinking demand, higher costs due to foreign exchange movements and intensifying competition, 内野株式会社 needs to reduce inventories and fixed costs and fundamentally review its business structure.

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Notice Regarding the Establishment of a New Company and Its Conversion into a Subsidiary by Our Equity-Method Affiliate, 株式会社W&Dインベストメントデザイン, for the Purpose of Business Succession at 内野株式会社 | WORLD CO.,LTD. (3612) timely disclosure | Komori