Worth reading
60In focus
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
113
¥ millionWording
Conditional
How definitive the wording is.This transaction
Company split (simplified absorption-type company split)CounterpartyＴＩＢＳ株式会社
Disclosing companyTISI Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Certain back-office operations related to general affairs, sales, and purchasing management
Net SalesNo direct sales to external customers (fiscal year ended March 2026)
Impact on Business Performance
As ＴＩＢＳ株式会社 is a wholly owned subsidiary of TISI Inc., the impact of this transaction on TISI Inc.'s consolidated results will be immaterial. TISI Inc. will promptly disclose any matters requiring disclosure that arise in the future.
Procedures and assumptions
Conditions Precedent to ExecutionAs TISI Inc. meets the requirements of Article 784, Paragraph 2 of the Companies Act and ＴＩＢＳ株式会社 meets the requirements of Article 796, Paragraph 1 of the Companies Act, the transaction will be carried out without obtaining approval by resolution at a shareholders' meeting of either company.
Management structure after acquisitionThere will be no changes following the transaction to the names, locations, titles and names of representatives, business descriptions, stated capital, or fiscal year-ends of TISI Inc. or ＴＩＢＳ株式会社.
| Item | Details |
|---|---|
| Transaction name | Company split (simplified absorption-type company split) |
| Counterparty name | ＴＩＢＳ株式会社 |
| Business Description of the Subject Company | Certain back-office operations related to general affairs, sales, and purchasing management |
| Net Sales of the Subject Company | No direct sales to external customers (fiscal year ended March 2026) |
| Voting rights ownership percentage | Before 100% (as of 31 March 2026) (after not disclosed) |
| Impact on Business Performance | As ＴＩＢＳ株式会社 is a wholly owned subsidiary of TISI Inc., the impact of this transaction on TISI Inc.'s consolidated results will be immaterial. TISI Inc. will promptly disclose any matters requiring disclosure that arise in the future. |
| Date of board resolution | 24 July 2026 |
| Contract Date | 24 July 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | As TISI Inc. meets the requirements of Article 784, Paragraph 2 of the Companies Act and ＴＩＢＳ株式会社 meets the requirements of Article 796, Paragraph 1 of the Companies Act, the transaction will be carried out without obtaining approval by resolution at a shareholders' meeting of either company. |
| Management structure after acquisition | There will be no changes following the transaction to the names, locations, titles and names of representatives, business descriptions, stated capital, or fiscal year-ends of TISI Inc. or ＴＩＢＳ株式会社. |
Items this document does not state (21)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyOperating 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 acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.To enhance and streamline head-office functions across the Group, back-office operations expected to benefit from consolidation will be centralized at ＴＩＢＳ株式会社, the Group's shared services company, to improve productivity, strengthen Group governance, and enhance operational efficiency.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.