Komori
M&A and Subsidiary Changes7239TACHI-S CO.,LTD.Automobiles and transportation equipment

Notice Regarding the Acquisition of Shares Resulting in a Change in Subsidiaries and a Change in a Specified Subsidiary

株式会社タチエス will acquire 100% of the shares of a new company established by TOYO H&I that will succeed to the shares and equity interests held by the TOYO H&I Group and its automotive seating and interior business. The purchase price is ¥21.2 billion, and the new company is expected to become a wholly owned subsidiary following the acquisition.

Worth reading
71In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
21200
¥ million
Wording
Conditional
How definitive the wording is.

This transaction

This share acquisition
CounterpartyTOYO H&I Co., Ltd.
Disclosing companyTACHI-S CO.,LTD.
株式会社タチエス トーヨー グループホールディングスVoting rights ownership percentageNumber of shares acquired 200 shares (number of voting rights: 200)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

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

Automotive seating and interior business

Location Kita Ward, Osaka CityShare capital ¥1 millionDate of incorporation 22 April 2026
Net Sales¥92.9 billion (FY24; consolidated net sales of the TOYO H&I Group. Unaudited preliminary consolidated figure)
Consideration and expenses
Acquisition priceCommon shares: ¥21,200 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥600 million
Type of ConsiderationCash
Funding arrangementsExpected to be funded with cash and deposits on hand and external borrowings. No equity financing is planned.
Impact on Business Performance

The impact of this acquisition of shares on the Company's results for the fiscal year ending March 2026 is currently under review. If any matters requiring disclosure arise, the Company will promptly announce them.

Procedures and assumptions
Management structure after acquisitionThe representative director of the new company will be Yamaguchi Toru (山口 徹). Company name change and employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty nameTOYO H&I Co., Ltd.
Name of the Subject Company株式会社タチエス トーヨー グループホールディングス
Business Description of the Subject CompanyAutomotive seating and interior business
Location of the Subject CompanyKita Ward, Osaka City
Capital Stock of the Subject Company¥1 million
Date of Establishment of the Subject Company22 April 2026
Net Sales of the Subject Company¥92.9 billion (FY24; consolidated net sales of the TOYO H&I Group. Unaudited preliminary consolidated figure)
Acquisition priceCommon shares: ¥21,200 million
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥600 million
Type of ConsiderationCash
Number of shares acquired200 shares (number of voting rights: 200)
Voting rights ownership percentageBefore 0% → after 100%
Funding arrangementsExpected to be funded with cash and deposits on hand and external borrowings. No equity financing is planned.
Impact on Business PerformanceThe impact of this acquisition of shares on the Company's results for the fiscal year ending March 2026 is currently under review. If any matters requiring disclosure arise, the Company will promptly announce them.
Date of board resolution10 April 2026
Contract Date10 April 2026
Execution Date / Effective Date3 August 2026 (予定)
Management structure after acquisitionThe representative director of the new company will be Yamaguchi Toru (山口 徹). Company name change and employee treatment: Not disclosed
Items this document does not state (13)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 create synergies by expanding the customer portfolio, mutually utilizing products and assets, improving the efficiency of development resources and technological innovation, and expanding the business domain, thereby contributing to the achievement of ¥400 billion in net sales in fiscal 2030.

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 Acquisition of Shares Resulting in a Change in Subsidiaries and a Change in a Specified Subsidiary | TACHI-S CO.,LTD. (7239) timely disclosure | Komori