Worth reading
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Conditional
How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)Shiseido Interactive Beauty Co., Ltd.
Disclosing companyShiseido Company,Limited
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
• Development, enhancement and streamlining of digital marketing and digital media • Development and operation of information systems, software, applications and infrastructure
Location Chuo-ku, TokyoShare capital ¥100 millionDate of incorporation 23 June 2021
Net Sales¥9,961 million (fiscal year ended December 2025)
Operating profit¥324 million (fiscal year ended December 2025)
Net income for the current fiscal year¥213 million (fiscal year ended December 2025; profit or loss attributable to owners of the parent)
Net assets¥1,787 million (fiscal year ended December 2025; total equity)
Consideration and expenses
Acquisition priceNo allocation of shares or other monetary consideration
Type of ConsiderationNo shares or other monetary consideration allocated
Merger ratio/share exchange ratioNot applicable (no shares or other monetary consideration will be allocated)
Impact on Business Performance
The impact on the Company’s consolidated results for the fiscal year ending December 2026 will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger and short-form merger, it is scheduled to proceed without obtaining shareholder approval of the merger agreement.
Management structure after acquisitionThere will be no change to the Company’s name, location, representative’s title or name, business activities, capital or fiscal year-end as a result of the merger by absorption. SIB’s advanced digital and IT functions and specialized personnel will be integrated into and allocated to the Company and Shiseido Japan Co., Ltd.
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | Shiseido Interactive Beauty Co., Ltd. |
| Name of the Subject Company | Shiseido Interactive Beauty Co., Ltd. |
| Business Description of the Subject Company | • Development, enhancement and streamlining of digital marketing and digital media • Development and operation of information systems, software, applications and infrastructure |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 23 June 2021 |
| Net Sales of the Subject Company | ¥9,961 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥324 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥213 million (fiscal year ended December 2025; profit or loss attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥1,787 million (fiscal year ended December 2025; total equity) |
| Acquisition price | No allocation of shares or other monetary consideration |
| Type of Consideration | No shares or other monetary consideration allocated |
| Merger ratio/share exchange ratio | Not applicable (no shares or other monetary consideration will be allocated) |
| Number of shares acquired | None acquired (the Company holds all 2,000 shares of SIB); number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 100% (as of 1 January 2026) (after not disclosed) |
| Impact on Business Performance | The impact on the Company’s consolidated results for the fiscal year ending December 2026 will be minor. |
| Date of board resolution | 15 April 2026 (date of approval by the Representative Executive Officer) |
| Contract Date | 17 April 2026 (予定) |
| Execution Date / Effective Date | 1 June 2026 (scheduled) |
| Conditions Precedent to Execution | As this is a simplified merger and short-form merger, it is scheduled to proceed without obtaining shareholder approval of the merger agreement. |
| Management structure after acquisition | There will be no change to the Company’s name, location, representative’s title or name, business activities, capital or fiscal year-end as a result of the merger by absorption. SIB’s advanced digital and IT functions and specialized personnel will be integrated into and allocated to the Company and Shiseido Japan Co., Ltd. |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.The Company cites optimization across the Group and maximization of synergies, faster decision-making, and optimization of its business operating structure as the purposes of the merger. It also explains that the partnership with Accenture Japan Ltd. has ended and that certain results were achieved in acquiring and developing digital and IT personnel and accumulating expertise.
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