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M&A and Subsidiary Changes7936ASICS CorporationInformation and Communications, Services and Others

Notice Regarding the Company Split (Simplified Absorption-Type Company Split) with a Consolidated Subsidiary and the Decision on a Reorganization Policy for Subsidiaries

ASICS has decided that the Onitsuka Tiger business will be changed from ASICS to its wholly owned subsidiary OT GROUP through a simplified absorption-type company split. It has also decided on a policy to spin off the same business operated by regional companies in each country and place those companies under OT GROUP.

Worth reading
48Recurring
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
6663
¥ millions (revenue of the business being split for the fiscal year ending December 2025)
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
Counterparty (target company)OT GROUP Co., Ltd.
Disclosing companyASICS Corporation
Subject of this transactionNumber of shares acquired 400 common shares of OT GROUP (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

Manufacture and sale of lifestyle products, etc.

Location Minato-ku, TokyoShare capital ¥376 millionDate of incorporation 25 February 2026
Consideration and expenses
Type of ConsiderationShares (OT GROUP will newly issue 400 common shares and allot and deliver all of them to the company)
Impact on Business Performance

The impact on the Company's consolidated results will be minor.

Procedures and assumptions
Conditions Precedent to ExecutionApproval at the shareholders' meeting of OT GROUP for the absorption-type company split agreement (scheduled for 16 November 2026). As the transaction qualifies as a simplified absorption-type company split, the company plans to carry it out without obtaining approval at a shareholders' meeting.
Management structure after acquisitionOT GROUP will serve as the global headquarters for the Onitsuka Tiger business, with subsidiaries responsible for sales, manufacturing and other functions placed under it. Following the split, there will be no changes to the names, locations, representatives, business activities, capital or fiscal year-end of the company or OT GROUP. Details of employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameOT GROUP Co., Ltd.
Name of the Subject CompanyOT GROUP Co., Ltd.
Business Description of the Subject CompanyManufacture and sale of lifestyle products, etc.
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥376 million
Date of Establishment of the Subject Company25 February 2026
Type of ConsiderationShares (OT GROUP will newly issue 400 common shares and allot and deliver all of them to the company)
Number of shares acquired400 common shares of OT GROUP (number of voting rights: Not disclosed)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be minor.
Date of board resolution10 June 2026
Contract Date1 October 2026 (scheduled)
Execution Date / Effective Date1 January 2027 (scheduled)
Conditions Precedent to ExecutionApproval at the shareholders' meeting of OT GROUP for the absorption-type company split agreement (scheduled for 16 November 2026). As the transaction qualifies as a simplified absorption-type company split, the company plans to carry it out without obtaining approval at a shareholders' meeting.
Management structure after acquisitionOT GROUP will serve as the global headquarters for the Onitsuka Tiger business, with subsidiaries responsible for sales, manufacturing and other functions placed under it. Following the split, there will be no changes to the names, locations, representatives, business activities, capital or fiscal year-end of the company or OT GROUP. Details of employee treatment: Not disclosed
Items this document does not state (16)
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 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.

Against the backdrop of accelerating growth in the Onitsuka Tiger business, the company aims to establish a more independent operating structure, speed up decision-making and build competitiveness suited to the brand's characteristics. At the same time, it seeks to enhance brand value, achieve sustainable growth and increase the corporate value of the entire group by making the management status of each business more visible and clarifying management responsibility.

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 Company Split (Simplified Absorption-Type Company Split) with a Consolidated Subsidiary and the Decision on a Reorganization Policy for Subsidiaries | ASICS Corporation (7936) timely disclosure | Komori