Worth reading
36Immaterial
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How definitive the wording is.This transaction
Transition to a Holding Company Structure (Absorption-Type Company Split)Counterparty (target company)UNITED ARROWS LTD. (split preparation company)
Disclosing companyTABAYA HOLDINGS Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
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
Planning, procurement and sale of menswear, womenswear, sundries and other products
Location Shibuya, TokyoShare capital ¥100 millionDate of incorporation 1 April 2026 (予定)
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at a shareholders’ meeting and completion of the necessary prescribed procedures
Management structure after acquisitionThe company plans to change its corporate name following the transition. The representative of the split preparation company will be Representative Director Yoshinori Matsuzaki (松崎善則), and the company plans to second directors to it. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | Transition to a Holding Company Structure (Absorption-Type Company Split) |
| Counterparty name | UNITED ARROWS LTD. (split preparation company) |
| Name of the Subject Company | UNITED ARROWS LTD. (split preparation company) |
| Business Description of the Subject Company | Planning, procurement and sale of menswear, womenswear, sundries and other products |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 1 April 2026 (予定) |
| Voting rights ownership percentage | Before Not applicable (before establishment) → after 100％ |
| Impact on Business Performance | The impact on the Company's consolidated results is expected to be immaterial. |
| Date of board resolution | 26 March 2026 |
| Contract Date | 11 May 2026 (予定) |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Approval at a shareholders’ meeting and completion of the necessary prescribed procedures |
| Management structure after acquisition | The company plans to change its corporate name following the transition. The representative of the split preparation company will be Representative Director Yoshinori Matsuzaki (松崎善則), and the company plans to second directors to it. Employee treatment: not disclosed |
Items this document does not state (18)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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 purpose is to expand the scale of the business and customer base by entering areas outside apparel, in addition to growing the existing fashion business, in pursuit of the company’s long-term vision. The company explained that it believes transitioning to a holding company structure is the optimal approach for strengthening the group structure and achieving further growth.
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