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M&A and Subsidiary Changes4911Shiseido Company,LimitedMaterials and Chemicals

Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (Shiseido Creative Co., Ltd.) (Simplified Merger and Short-Form Merger)

Shiseido will absorb Shiseido Creative, its wholly owned subsidiary, and integrate it into Shiseido. Following the merger, Shiseido's corporate name, location, representative, business activities, stated capital and fiscal year-end will remain unchanged.

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This transaction

This absorption merger
Counterparty (target company)Shiseido Creative Co., Ltd.
Disclosing companyShiseido Company,Limited
Subject of this transactionVoting rights ownership percentage Before 100% (as of 31 December 2025) (after not disclosed)
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

Comprehensive branding communications, from product design development to experience design

Location Chuo-ku, TokyoShare capital ¥100 millionDate of incorporation 12 November 2021
Net Sales¥7,216 million (fiscal year ended December 2025)
Operating profit¥306 million (fiscal year ended December 2025)
Net income for the current fiscal year¥167 million (fiscal year ended December 2025)
Net assets¥501 million (fiscal year ended December 2025; total equity)
Consideration and expenses
Acquisition priceNot applicable (no shares or other monetary consideration will be allotted)
Type of ConsiderationNo consideration (no shares or other monetary consideration allocated)
Impact on Business Performance

Immaterial

Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the Companies Act, it is予定 to be carried out without obtaining shareholder approval of the merger agreement at a shareholders' meeting.
Management structure after acquisitionThere will be no change to the Company's name, location, representative's title or name, business activities, stated capital or fiscal year-end as a result of this absorption-type merger.
This transaction
ItemDetails
Transaction nameThis absorption merger
Counterparty nameShiseido Creative Co., Ltd.
Name of the Subject CompanyShiseido Creative Co., Ltd.
Business Description of the Subject CompanyComprehensive branding communications, from product design development to experience design
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company12 November 2021
Net Sales of the Subject Company¥7,216 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥306 million (fiscal year ended December 2025)
Net Income of the Subject Company¥167 million (fiscal year ended December 2025)
Net Assets of the Subject Company¥501 million (fiscal year ended December 2025; total equity)
Acquisition priceNot applicable (no shares or other monetary consideration will be allotted)
Type of ConsiderationNo consideration (no shares or other monetary consideration allocated)
Voting rights ownership percentageBefore 100% (as of 31 December 2025) (after not disclosed)
Impact on Business PerformanceImmaterial
Contract Date17 April 2026 (予定)
Execution Date / Effective Date1 June 2026 (scheduled)
Conditions Precedent to ExecutionAs this is a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the Companies Act, it is予定 to be carried out without obtaining shareholder approval of the merger agreement at a shareholders' meeting.
Management structure after acquisitionThere will be no change to the Company's name, location, representative's title or name, business activities, stated capital or fiscal year-end as a result of this absorption-type merger.
Items this document does not state (13)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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 optimize the Group as a whole and maximize synergies, accelerate integrated operations with Shiseido Creative, and enhance the ability to create and communicate value.

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 Absorption-Type Merger of a Wholly Owned Subsidiary (Shiseido Creative Co., Ltd.) (Simplified Merger and Short-Form Merger) | Shiseido Company,Limited (4911) timely disclosure | Komori