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How definitive the wording is.This transaction
This absorption mergerCounterparty株式会社コーセー, コーセー化粧品販売株式会社
Disclosing companyKOSE Holdings Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Contract DateAround autumn 2027 (scheduled)
Target company
Cosmetics sales
Location Chuo-ku, TokyoShare capital ¥300 millionDate of incorporation 14 April 1988
Net Sales¥99,022 million (fiscal year ended December 2025)
Operating profit¥4,381 million (fiscal year ended December 2025)
Net income for the current fiscal year¥2,936 million (fiscal year ended December 2025; net income attributable to owners of the parent)
Net assets¥12,981 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceNo consideration (no shares or other monetary consideration will be allotted in connection with this absorption merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration allocated)
Merger ratio/share exchange ratioNot applicable (株式会社コーセー will be the surviving company in the absorption merger, and コーセー化粧品販売株式会社 will be the absorbed company; no shares or other monetary consideration will be allotted)
Impact on Business Performance
The impact on the Company's consolidated results will be minor.
Procedures and assumptions
Conditions Precedent to Execution株式会社コーセー is expected to carry out a simplified merger, while コーセー化粧品販売株式会社 is expected to carry out a short-form merger. In both cases, the mergers are expected to proceed without a resolution at a shareholders' meeting approving the merger agreement.
Management structure after acquisitionThere will be no changes to the corporate name, head office location, title or name of the representative, business activities, capital or fiscal year-end of 株式会社コーセー, the surviving company. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | 株式会社コーセー, コーセー化粧品販売株式会社 |
| Name of the Subject Company | コーセー化粧品販売株式会社 |
| Business Description of the Subject Company | Cosmetics sales |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥300 million |
| Date of Establishment of the Subject Company | 14 April 1988 |
| Net Sales of the Subject Company | ¥99,022 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥4,381 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥2,936 million (fiscal year ended December 2025; net income attributable to owners of the parent) |
| Net Assets of the Subject Company | ¥12,981 million (fiscal year ended December 2025) |
| Acquisition price | No consideration (no shares or other monetary consideration will be allotted in connection with this absorption merger) |
| Type of Consideration | No consideration (no shares or other monetary consideration allocated) |
| Merger ratio/share exchange ratio | Not applicable (株式会社コーセー will be the surviving company in the absorption merger, and コーセー化粧品販売株式会社 will be the absorbed company; no shares or other monetary consideration will be allotted) |
| Number of shares acquired | Not applicable (this is not an acquisition of shares; no shares will be allotted) |
| Voting rights ownership percentage | Before KOSE Holdings Corporation 100% (surviving company) / 株式会社コーセー 100% (absorbed company) (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results will be minor. |
| Date of board resolution | 6 August 2026 |
| Contract Date | Around autumn 2027 (scheduled) |
| Execution Date / Effective Date | 1 January 2028 (scheduled) |
| Conditions Precedent to Execution | 株式会社コーセー is expected to carry out a simplified merger, while コーセー化粧品販売株式会社 is expected to carry out a short-form merger. In both cases, the mergers are expected to proceed without a resolution at a shareholders' meeting approving the merger agreement. |
| Management structure after acquisition | There will be no changes to the corporate name, head office location, title or name of the representative, business activities, capital or fiscal year-end of 株式会社コーセー, the surviving company. Employee treatment: Not disclosed |
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 states that, given the polarization of the cosmetics market and changes in consumer behavior, the current structure, in which manufacturing and sales are separate, presents challenges in responding quickly to the market and maintaining consistency in brand strategy. Through the absorption merger, the company aims to reflect consumer needs in product development more quickly, accelerate decision-making, maximize brand differentiation, improve the transparency and appropriateness of its earnings structure, and enhance profitability across the group.
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