Worth reading
41Recurring
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Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)Shiseido Creative 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
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.
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | Shiseido Creative Co., Ltd. |
| Name of the Subject Company | Shiseido Creative Co., Ltd. |
| Business Description of the Subject Company | Comprehensive branding communications, from product design development to experience design |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 12 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 price | Not applicable (no shares or other monetary consideration will be allotted) |
| Type of Consideration | No consideration (no shares or other monetary consideration allocated) |
| Voting rights ownership percentage | Before 100% (as of 31 December 2025) (after not disclosed) |
| Impact on Business Performance | Immaterial |
| 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 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 acquisition | There 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.
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