Komori
M&A and Subsidiary Changes4055T&S Group Inc.Information and Communications, Services and Others

Notice Regarding the Establishment of a Subsidiary

The Company plans to establish TSアルテシス株式会社 in October 2026 as a wholly owned subsidiary responsible for software development-related operations. Following the acquisition of the necessary licenses and permits, the Company plans to transfer the software development-related operations of ティアンドエス株式会社 through a company split or other means.

Worth reading
61In focus
Scored from 3 of 5 sections
Direction
Improvement
Direction inferred from the company’s description.
Scale
10
¥ million (capital)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Establishment of Subsidiaries
Disclosing companyT&S Group Inc.
TSアルテシス株式会社Voting rights ownership percentage

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

Software Development Business

Location Nishi-ku, Yokohama, KanagawaShare capital ¥10 millionDate of incorporation October 2026 (scheduled)
Impact on Business Performance

The impact of this matter on the consolidated results of the Company’s group for the fiscal year ending September 2026 will be minor, but the Company believes it will contribute to improved consolidated group performance over the medium to long term.

Procedures and assumptions
Conditions Precedent to ExecutionThe Company plans to apply for the necessary licenses, permits and other approvals, and, after these have been obtained, transfer the software development-related operations of ティアンドエス株式会社 through a company split or other means.
Management structure after acquisitionAraki Daisuke (荒木大輔) is scheduled to become Representative Director and President. Directors, officers and employees from the Company’s group are scheduled to hold concurrent positions or transfer to the subsidiary.
This transaction
ItemDetails
Transaction nameEstablishment of Subsidiaries
Name of the Subject CompanyTSアルテシス株式会社
Business Description of the Subject CompanySoftware Development Business
Location of the Subject CompanyNishi-ku, Yokohama, Kanagawa
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject CompanyOctober 2026 (scheduled)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact of this matter on the consolidated results of the Company’s group for the fiscal year ending September 2026 will be minor, but the Company believes it will contribute to improved consolidated group performance over the medium to long term.
Date of board resolution15 September 2026
Execution Date / Effective DateOctober 2026 (scheduled) (date of establishment)
Conditions Precedent to ExecutionThe Company plans to apply for the necessary licenses, permits and other approvals, and, after these have been obtained, transfer the software development-related operations of ティアンドエス株式会社 through a company split or other means.
Management structure after acquisitionAraki Daisuke (荒木大輔) is scheduled to become Representative Director and President. Directors, officers and employees from the Company’s group are scheduled to hold concurrent positions or transfer to the subsidiary.
Items this document does not state (20)
Counterparty nameNet Sales 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)Contract DateValuation 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.

The aim is to achieve more agile management through profit-and-loss and talent management by business segment, while consolidating technologies and expertise in the semiconductor field to enhance specialization. The Company explains that it will promote high-value-added services using AI and advanced analytics, as well as improve engineers’ compensation and treatment, thereby contributing to improved group performance over the long term.

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.
Notice Regarding the Establishment of a Subsidiary | T&S Group Inc. (4055) timely disclosure | Komori