Komori
M&A and Subsidiary Changes7272Yamaha Motor Co.,Ltd.Automobiles and transportation equipment

Regarding the Absorption-Type Merger (Simplified Merger and Short-Form Merger) of Wholly Owned Subsidiary Yamaha Motor Power Products Co., Ltd. and Waiver of Claims

Yamaha Motor will absorb Yamaha Motor Power Products, its wholly owned subsidiary, effective 1 January 2027. Before the merger, it will waive part of the ¥852 million in short-term loans receivable from the subsidiary (estimated).

Worth reading
51Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
8.52
¥100 million (estimated)
Wording
Conditional
How definitive the wording is.

This transaction

Absorption-type merger of wholly owned subsidiary Yamaha Motor Power Products Co., Ltd. (simplified and short-form merger) and waiver of receivables
Counterparty (target company)Yamaha Motor Power Products Co., Ltd.
Disclosing companyYamaha Motor Co.,Ltd.
Subject of this transactionNumber of shares acquired Not applicable (this is an absorption-type merger, and no share acquisition is stated)Voting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture of Yamaha-branded products, including golf cars, land cars and industrial unmanned helicopters

Location 200-1 Sakagawa, Kakegawa, Shizuoka PrefectureShare capital ¥275 millionDate of incorporation 16 November 1944
Net Sales¥16,341 million (fiscal year ended December 2025)
Operating profitOperating loss of ¥753 million (fiscal year ended December 2025)
Net income for the current fiscal yearNet loss of ¥122 million (fiscal year ended December 2025)
Net assetsNet assets of ¥2,589 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceNo shares or other assets will be allocated (no acquisition price stated)
Type of ConsiderationNo shares or other assets allocated (no consideration)
Merger ratio/share exchange ratioNot applicable (the target is a wholly owned subsidiary, and no shares or other assets will be allocated)
Amount of extraordinary income (loss)A loss on extinguishment of shares held in the merger would otherwise arise, but it is expected to be eliminated through the partial waiver of receivables. The amount of the special gain or loss and the quarter in which it will be recognized are not stated.
Impact on Business Performance

Because this is a merger with the company's wholly owned subsidiary, the impact on the company's consolidated results will be minor.

Procedures and assumptions
Conditions Precedent to ExecutionBefore the merger, the company plans to waive part of its receivables from YMPC and carry out the merger after eliminating the loss on extinguishment of shares held in the merger. As this is a simplified and short-form merger, neither party will hold a shareholders' meeting to approve 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. The treatment of employees is Not disclosed.
This transaction
ItemDetails
Transaction nameAbsorption-type merger of wholly owned subsidiary Yamaha Motor Power Products Co., Ltd. (simplified and short-form merger) and waiver of receivables
Counterparty nameYamaha Motor Power Products Co., Ltd.
Name of the Subject CompanyYamaha Motor Power Products Co., Ltd.
Business Description of the Subject CompanyManufacture of Yamaha-branded products, including golf cars, land cars and industrial unmanned helicopters
Location of the Subject Company200-1 Sakagawa, Kakegawa, Shizuoka Prefecture
Capital Stock of the Subject Company¥275 million
Date of Establishment of the Subject Company16 November 1944
Net Sales of the Subject Company¥16,341 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyOperating loss of ¥753 million (fiscal year ended December 2025)
Net Income of the Subject CompanyNet loss of ¥122 million (fiscal year ended December 2025)
Net Assets of the Subject CompanyNet assets of ¥2,589 million (fiscal year ended December 2025)
Acquisition priceNo shares or other assets will be allocated (no acquisition price stated)
Type of ConsiderationNo shares or other assets allocated (no consideration)
Merger ratio/share exchange ratioNot applicable (the target is a wholly owned subsidiary, and no shares or other assets will be allocated)
Number of shares acquiredNot applicable (this is an absorption-type merger, and no share acquisition is stated)
Voting rights ownership percentageBefore 100% (after not disclosed)
Amount of extraordinary income (loss)A loss on extinguishment of shares held in the merger would otherwise arise, but it is expected to be eliminated through the partial waiver of receivables. The amount of the special gain or loss and the quarter in which it will be recognized are not stated.
Impact on Business PerformanceBecause this is a merger with the company's wholly owned subsidiary, the impact on the company's consolidated results will be minor.
Date of board resolution30 June 2026
Contract Date30 June 2026
Execution Date / Effective Date1 January 2027
Conditions Precedent to ExecutionBefore the merger, the company plans to waive part of its receivables from YMPC and carry out the merger after eliminating the loss on extinguishment of shares held in the merger. As this is a simplified and short-form merger, neither party will hold a shareholders' meeting to approve 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. The treatment of employees is Not disclosed.
Items this document does not state (9)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.

As part of the business portfolio strategy under the new medium-term management plan, the company will flexibly and optimally allocate management resources and strengthen the operating structures for its core businesses, including motorcycles and marine products, and its LSM business. In addition, part of the receivables will be waived before the merger to eliminate the loss on extinguishment of shares held in the merger.

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.
Regarding the Absorption-Type Merger (Simplified Merger and Short-Form Merger) of Wholly Owned Subsidiary Yamaha Motor Power Products Co., Ltd. and Waiver of Claims | Yamaha Motor Co.,Ltd. (7272) timely disclosure | Komori