Worth reading
71In 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
2000
Common shares issued by the successor company (shares)Wording
Conditional
How definitive the wording is.Decision and Details
Pre-Transaction Disclosure Document for the Absorption-Type Company Split
Decision11 May 2026 (date of execution of the absorption-type company split agreement)
Implementation1 October 2026 (scheduled effective date)
Going forwardThe absorption-type company split is scheduled to become effective on 1 October 2026. Both companies will seek shareholder approval by the day before the effective date. If the necessary approvals and other requirements from the relevant authorities cannot be obtained, or if a material impediment or other event arises, the terms may be changed or the agreement may be terminated. As of the effective date, the split company is scheduled to change its corporate name to 株式会社TABAYAホールディングス, and the successor company is scheduled to change its address to 3-28-1 Jingumae, Shibuya-ku, Tokyo.
AmountBalance sheet as of the date of incorporation of the successor company: total assets of ¥200 million, cash and deposits of ¥200 million, share capital of ¥100 million, capital surplus of ¥100 million, and total net assets of ¥200 million. The successor company's share capital and capital surplus will not increase as a result of the absorption-type company split.
Quantity / scaleThe successor company will issue and deliver 2,000 common shares. The assets and personnel subject to succession will include 6,000,000 shares (100%) of 台湾聯合艾諾股份有限公司, a 100% equity interest in 悠艾（上海）商貿有限公司, 80 shares (100%) of 株式会社BOOT BLACK JAPAN, 2,000 shares (100%) of 株式会社TELMA, and all employees employed by the split company.
Reason
To transfer to the successor company all businesses other than those relating to group management and group operations. The number of shares to be issued and delivered was determined through discussions, taking into account the wholly owned parent-subsidiary relationship.
Impact on Business Performance
No situation that would hinder the performance of obligations is currently anticipated after the effective date of the absorption-type company split, and the company has determined that there is no issue regarding the prospects for performance of obligations. The impact on the earnings forecast is not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Pre-Transaction Disclosure Document for the Absorption-Type Company Split |
| Decision Date | 11 May 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 October 2026 (scheduled effective date) |
| Amount | Balance sheet as of the date of incorporation of the successor company: total assets of ¥200 million, cash and deposits of ¥200 million, share capital of ¥100 million, capital surplus of ¥100 million, and total net assets of ¥200 million. The successor company's share capital and capital surplus will not increase as a result of the absorption-type company split. |
| Quantity / scale | The successor company will issue and deliver 2,000 common shares. The assets and personnel subject to succession will include 6,000,000 shares (100%) of 台湾聯合艾諾股份有限公司, a 100% equity interest in 悠艾（上海）商貿有限公司, 80 shares (100%) of 株式会社BOOT BLACK JAPAN, 2,000 shares (100%) of 株式会社TELMA, and all employees employed by the split company. |
| Impact on Business Performance | No situation that would hinder the performance of obligations is currently anticipated after the effective date of the absorption-type company split, and the company has determined that there is no issue regarding the prospects for performance of obligations. The impact on the earnings forecast is not disclosed. |
| Reason | To transfer to the successor company all businesses other than those relating to group management and group operations. The number of shares to be issued and delivered was determined through discussions, taking into account the wholly owned parent-subsidiary relationship. |
| Governing Rule | Article 782, Paragraph 1 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act |
| Future plans | The absorption-type company split is scheduled to become effective on 1 October 2026. Both companies will seek shareholder approval by the day before the effective date. If the necessary approvals and other requirements from the relevant authorities cannot be obtained, or if a material impediment or other event arises, the terms may be changed or the agreement may be terminated. As of the effective date, the split company is scheduled to change its corporate name to 株式会社TABAYAホールディングス, and the successor company is scheduled to change its address to 3-28-1 Jingumae, Shibuya-ku, Tokyo. |
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated previous disclosures
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.This is advance disclosure pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act. The company explains that the number of shares was determined through discussions between the company and the successor company, taking into account that the company holds all of the successor company's issued shares.
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.