Komori
M&A and Subsidiary Changes7814JAPAN Creative Platform Group Co.,Ltd.Information and Communications, Services and Others

Notice Concerning a Company Split-Up (Incorporation-Type Company Split) of a Consolidated Subsidiary

A company split will be carried out to carve out the bookbinding business at the Yao plant in the Kansai region from consolidated subsidiary 飯島製本株式会社 and transfer it to a newly established company. The shares of the newly established company are expected to be held 87.50% by 日本創発グループ and 12.50% by consolidated subsidiary アプライズ.

Worth reading
54Recurring
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
269
¥ million (revenue of the business being split for the fiscal year ending December 2025)
Wording
Conditional
How definitive the wording is.

This transaction

This company split (incorporation-type company split)
Disclosing companyJAPAN Creative Platform Group Co.,Ltd.
飯島製本株式会社 (newly established company; same corporate name as the splitting company)Voting rights ownership percentageNumber of shares acquired 2,000,000 shares, comprising 1,750,000 shares for 日本創発グループ and 250,000 shares for アプライズ. Number of voting rights: Not disclosed

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.
Target company

Comprehensive bookbinding business

Location 4-1-2 Ueomachi, Yao, OsakaShare capital ¥80 million (planned)Date of incorporation 1 December 2026 (scheduled)
Net SalesNewly established company: — (no immediately preceding fiscal year). For reference, splitting company: ¥1,351 million (fiscal year ended December 2025)
Operating profitNewly established company: — (no immediately preceding fiscal year). For reference, splitting company: ¥89 million operating loss (fiscal year ended December 2025)
Net income for the current fiscal yearNewly established company: — (no immediately preceding fiscal year). For reference, splitting company: ¥163 million net loss (fiscal year ended December 2025)
Net assetsNewly established company: — (no immediately preceding fiscal year). For reference, splitting company: ¥2,425 million net assets (fiscal year ended December 2025)
Consideration and expenses
Type of ConsiderationShares. The newly established company will issue 2,000,000 common shares and allot and deliver them to the splitting company, which will deliver all of those shares as dividends from surplus: 1,750,000 shares to 日本創発グループ and 250,000 shares to アプライズ
Impact on Business Performance

The impact on consolidated results for the fiscal year ending December 2026 was judged to be immaterial

Procedures and assumptions
Conditions Precedent to ExecutionResolution at an extraordinary general meeting of shareholders approving the incorporation-type company split plan (scheduled for 22 October 2026)
Management structure after acquisitionThe representative director and president of the newly established company will be Kitazaki Yasushi (北崎靖). Following this company split, the splitting company will have no changes to its name, head office location, representative, business activities, amount of capital or fiscal year-end. Treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameThis company split (incorporation-type company split)
Name of the Subject Company飯島製本株式会社 (newly established company; same corporate name as the splitting company)
Business Description of the Subject CompanyComprehensive bookbinding business
Location of the Subject Company4-1-2 Ueomachi, Yao, Osaka
Capital Stock of the Subject Company¥80 million (planned)
Date of Establishment of the Subject Company1 December 2026 (scheduled)
Net Sales of the Subject CompanyNewly established company: — (no immediately preceding fiscal year). For reference, splitting company: ¥1,351 million (fiscal year ended December 2025)
Operating Profit of the Subject CompanyNewly established company: — (no immediately preceding fiscal year). For reference, splitting company: ¥89 million operating loss (fiscal year ended December 2025)
Net Income of the Subject CompanyNewly established company: — (no immediately preceding fiscal year). For reference, splitting company: ¥163 million net loss (fiscal year ended December 2025)
Net Assets of the Subject CompanyNewly established company: — (no immediately preceding fiscal year). For reference, splitting company: ¥2,425 million net assets (fiscal year ended December 2025)
Type of ConsiderationShares. The newly established company will issue 2,000,000 common shares and allot and deliver them to the splitting company, which will deliver all of those shares as dividends from surplus: 1,750,000 shares to 日本創発グループ and 250,000 shares to アプライズ
Number of shares acquired2,000,000 shares, comprising 1,750,000 shares for 日本創発グループ and 250,000 shares for アプライズ. Number of voting rights: Not disclosed
Voting rights ownership percentageBefore 87.50% → after 87.50%
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending December 2026 was judged to be immaterial
Date of board resolution6 October 2026
Execution Date / Effective Date1 December 2026 (scheduled)
Conditions Precedent to ExecutionResolution at an extraordinary general meeting of shareholders approving the incorporation-type company split plan (scheduled for 22 October 2026)
Management structure after acquisitionThe representative director and president of the newly established company will be Kitazaki Yasushi (北崎靖). Following this company split, the splitting company will have no changes to its name, head office location, representative, business activities, amount of capital or fiscal year-end. Treatment of employees: Not disclosed
Items this document does not state (14)
Counterparty nameAcquisition 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)Contract DateValuation 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.

By operating the Chukyo and Kansai regions as separate legal entities, the company aims to speed up management decision-making, use management resources more efficiently, provide and expand agile and efficient services, and further enhance corporate value.

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 Concerning a Company Split-Up (Incorporation-Type Company Split) of a Consolidated Subsidiary | JAPAN Creative Platform Group Co.,Ltd. (7814) timely disclosure | Komori