Komori
M&A and Subsidiary Changes7606TABAYA HOLDINGS Co.,Ltd.Retail

Notice Regarding the Execution of an Absorption-Type Company Split Agreement in Connection with the Transition to a Holding Company Structure Through a Company Split and Partial Amendments to the Articles of Incorporation (Partial Changes to the Corporate Name and Business Purposes, etc.)

The Company plans to transfer its entire business to its wholly owned subsidiary, new UNITED ARROWS LTD., through an absorption-type company split, and transition itself to a holding company. Accordingly, the Company's corporate name will be changed to 「株式会社 TABAYA ホールディングス」, and its business purposes will also be revised for its role as a holding company.

Worth reading
58In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
154109
¥ million (net sales of the business being split for the fiscal year ending March 2026)
Wording
Conditional
How definitive the wording is.

This transaction

Absorption-type company split in question
CounterpartyUNITED ARROWS LTD. (new UNITED ARROWS company; successor company in the absorption-type company split)
Disclosing companyTABAYA HOLDINGS Co.,Ltd.
UNITED ARROWS LTD. (split company)Subject of this transactionNumber of shares acquired 2,000 ordinary shares (number of voting rights: Not disclosed)Voting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Planning, procurement and sale of menswear, womenswear, sundries and other products

Location Shibuya, TokyoShare capital ¥3,030 millionDate of incorporation 2 October 1989
Net Sales¥154,109 million (fiscal year ending March 2026)
Operating profit¥9,510 million (fiscal year ending March 2026)
Net income for the current fiscal year¥6,136 million (fiscal year ending March 2026)
Net assets¥42,158 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationShares (the successor company in the absorption-type company split will issue 2,000 ordinary shares and allot and deliver them to the Company)
Impact on Business Performance

The impact on the Company's results is immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionApproval at the Company's ordinary general meeting of shareholders scheduled for 22 June 2026
Management structure after acquisitionThe Company is scheduled to change its corporate name to 株式会社 TABAYA ホールディングス on 1 October 2026 and become a holding company responsible for management and other oversight of the business activities of group companies. The representative of the successor company will be Representative Director and President Matsuzaki Yoshinori (松崎善則), and its business will comprise the planning, procurement and sale of men's and women's clothing, miscellaneous goods and other products. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameAbsorption-type company split in question
Counterparty nameUNITED ARROWS LTD. (new UNITED ARROWS company; successor company in the absorption-type company split)
Name of the Subject CompanyUNITED ARROWS LTD. (split company)
Business Description of the Subject CompanyPlanning, procurement and sale of menswear, womenswear, sundries and other products
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥3,030 million
Date of Establishment of the Subject Company2 October 1989
Net Sales of the Subject Company¥154,109 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥9,510 million (fiscal year ending March 2026)
Net Income of the Subject Company¥6,136 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥42,158 million (fiscal year ending March 2026)
Type of ConsiderationShares (the successor company in the absorption-type company split will issue 2,000 ordinary shares and allot and deliver them to the Company)
Number of shares acquired2,000 ordinary shares (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on the Company's results is immaterial.
Date of board resolution11 May 2026
Contract Date11 May 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionApproval at the Company's ordinary general meeting of shareholders scheduled for 22 June 2026
Management structure after acquisitionThe Company is scheduled to change its corporate name to 株式会社 TABAYA ホールディングス on 1 October 2026 and become a holding company responsible for management and other oversight of the business activities of group companies. The representative of the successor company will be Representative Director and President Matsuzaki Yoshinori (松崎善則), and its business will comprise the planning, procurement and sale of men's and women's clothing, miscellaneous goods and other products. Employee treatment: Not disclosed
Items this document does not state (12)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender 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.

To achieve its long-term vision, the Company will transition to a holding company structure that enables flexible and agile management decisions, in order to pursue expansion beyond apparel and broaden its customer base in addition to growing its existing fashion business. The holding company aims to diversify its operations, including through M&A, enhance group management, strengthen governance, and increase the autonomy of its subsidiaries.

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 Execution of an Absorption-Type Company Split Agreement in Connection with the Transition to a Holding Company Structure Through a Company Split and Partial Amendments to the Articles of Incorporation (Partial Changes to the Corporate Name and Business Purposes, etc.) | TABAYA HOLDINGS Co.,Ltd. (7606) timely disclosure | Komori