Worth reading
73In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
121858487
Shares (予定 number of common shares to be issued by the joint holding company)Wording
Conditional
How definitive the wording is.This transaction
This Share Transfer (joint share transfer) / This Management IntegrationCounterparty (target company)WORLD CO.,LTD., 株式会社TSIホールディングス
Disclosing companyWORLD 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.White points represent dates designated as scheduled dates in the document.
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 Chuo-ku, Kobe, Hyogo Prefecture, Minato-ku, TokyoShare capital ¥6,000 million, ¥15,000 millionDate of incorporation 13 January 1959, 1 June 2011
Net SalesFiscal year ended February 2026 (consolidated): ¥284,014 million, Fiscal year ended February 2026 (consolidated): ¥167,085 million
Operating profitFiscal year ended February 2026: ¥16,028 million, Fiscal year ended February 2026: ¥4,325 million
Net income for the current fiscal yearFiscal year ended February 2026: ¥12,013 million (profit attributable to owners of the parent), Fiscal year ended February 2026: ¥3,793 million (profit attributable to owners of the parent)
Net assetsFiscal year ended February 2026: ¥96,282 million (total equity), Fiscal year ended February 2026: ¥99,321 million
Consideration and expenses
Type of ConsiderationShares (common shares of the joint holding company)
Merger ratio/share exchange ratioWORLD CO.,LTD.: 株式会社TSIホールディングス = 1:0.8. One common share of the joint holding company will be issued for each common share of WORLD CO.,LTD., and 0.8 common shares of the joint holding company will be issued for each common share of 株式会社TSIホールディングス. The joint holding company will be the wholly owning parent company resulting from the share transfer, and WORLD CO.,LTD. and 株式会社TSIホールディングス will be the wholly owned subsidiaries resulting from the share transfer.
Goodwill amountGoodwill (or negative goodwill) is expected to arise in the consolidated financial statements of the joint holding company. The amount has not been determined at this time. Amortization period: 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 by the two companies going forward and disclosed once finalized.
Procedures and assumptions
Valuation methodologyMarket price averaging method / market price basis method, comparable company analysis / comparable company method, and DCF method
Independent valuation institutionNomura Securities Co., Ltd. (for WORLD CO.,LTD.) and Mizuho Securities Co., Ltd. (for 株式会社TSIホールディングス)
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 will be named 株式会社インフィニティ・ユナイテッド (INFINITY UNITED Inc.). The representative director and chairperson will be Shimoji Tsuyoshi (下地 毅), and the representative director and president, executive officer, will be Suzuki Nobuteru (鈴木 信輝). The joint holding company is予定 to be a company with an Audit and Supervisory Committee. Following the effective date, a reorganization is予定 to establish three intermediate holding companies: 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. A change of 株式会社ワールド・ブランズ's name to 株式会社ワールド is under consideration. Maekawa Masanori (前川 正典), currently a director and COO of 株式会社TSIホールディングス, is予定 to become representative director and president of 株式会社TSI. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This Share Transfer (joint share transfer) / This Management Integration |
| 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 | Chuo-ku, Kobe, Hyogo Prefecture, 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 | Fiscal year ended February 2026 (consolidated): ¥284,014 million, Fiscal year ended February 2026 (consolidated): ¥167,085 million |
| Operating Profit of the Subject Company | Fiscal year ended February 2026: ¥16,028 million, Fiscal year ended February 2026: ¥4,325 million |
| Net Income of the Subject Company | Fiscal year ended February 2026: ¥12,013 million (profit attributable to owners of the parent), Fiscal year ended February 2026: ¥3,793 million (profit attributable to owners of the parent) |
| Net Assets of the Subject Company | Fiscal year ended February 2026: ¥96,282 million (total equity), Fiscal year ended February 2026: ¥99,321 million |
| Type of Consideration | Shares (common shares of the joint holding company) |
| 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 common share of the joint holding company will be issued for each common share of WORLD CO.,LTD., and 0.8 common shares of the joint holding company will be issued for each common share of 株式会社TSIホールディングス. The joint holding company will be the wholly owning parent company resulting from the share transfer, and WORLD CO.,LTD. and 株式会社TSIホールディングス will be the wholly owned subsidiaries resulting from the share transfer. |
| Number of shares acquired | 77,139,828 common shares of WORLD CO.,LTD. and 63,438,793 common shares of 株式会社TSIホールディングス (in both cases, the number of shares issued as of 31 August 2026; treasury shares and other shares are excluded from the issuance); number of voting rights: Not disclosed |
| Voting rights ownership percentage | After 100% (for both WORLD CO.,LTD. and 株式会社TSIホールディングス) (before not disclosed) |
| Goodwill amount | Goodwill (or negative goodwill) is expected to arise in the consolidated financial statements of the joint holding company. The amount has not been determined at this time. Amortization period: Not disclosed |
| Impact on Business Performance | The joint holding company's management policies, plans and earnings outlook will be considered by the two companies going forward and disclosed once finalized. |
| Date of board resolution | 14 October 2026 |
| Contract Date | 14 October 2026 |
| Execution Date / Effective Date | 1 March 2027 (予定) (the registration date of the establishment of the joint holding company and the effective date of this share transfer) |
| Valuation methodology | Market price averaging method / market price basis method, comparable company analysis / comparable company method, and DCF method |
| Independent valuation institution | Nomura Securities Co., Ltd. (for WORLD CO.,LTD.) and Mizuho Securities Co., Ltd. (for 株式会社TSIホールディングス) |
| 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 will be named 株式会社インフィニティ・ユナイテッド (INFINITY UNITED Inc.). The representative director and chairperson will be Shimoji Tsuyoshi (下地 毅), and the representative director and president, executive officer, will be Suzuki Nobuteru (鈴木 信輝). The joint holding company is予定 to be a company with an Audit and Supervisory Committee. Following the effective date, a reorganization is予定 to establish three intermediate holding companies: 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. A change of 株式会社ワールド・ブランズ's name to 株式会社ワールド is under consideration. Maekawa Masanori (前川 正典), currently a director and COO of 株式会社TSIホールディングス, is予定 to become representative director and president of 株式会社TSI. Employee treatment: 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.To address excessive competition and overlapping costs in Japan's fashion market, achieve mutual complementarity through the two companies' brands, sales channels and business foundations, and enhance corporate and shareholder value through cost reductions from economies of scale in areas including IT, logistics and procurement, as well as increased investment in growth and human resources.
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