Komori
M&A and Subsidiary Changes8131Mitsuuroko Group Holdings Co.,Ltd.Trading & Wholesale

Notice Regarding a Company Split between the Company and Its Subsidiary in Connection with the Reorganization of the Commercial Facilities Operations Business

The Company will transfer the assets, liabilities, rights and obligations relating to the spa facility “Yokohama Natural Hot Spring SPA EAS” and the bowling facility “Hama Bowl” that it owns to its wholly owned subsidiary 株式会社ミツウロコスポーツ through an absorption-type company split. The business operations themselves will not be transferred. This reorganization will consolidate assets and operational resources within the Group, with the effective date scheduled for 1 October 2026.

Worth reading
51Recurring
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
408
Millions of yen (carrying amount of fixed assets as of 31 March 2026)
Wording
Conditional
How definitive the wording is.

This transaction

This company split
Counterparty (target company)株式会社ミツウロコスポーツ
Disclosing companyMitsuuroko Group Holdings Co.,Ltd.
Voting rights ownership percentageNumber of shares acquired The number of shares to be issued is undetermined at present. 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

Planning and operation of sports facilities and spa facilities, among other activities

Location Nishi-ku, Yokohama, KanagawaShare capital ¥10 millionDate of incorporation 10 May 2021
Net Sales¥268 million (fiscal year ended March 2026)
Operating profit¥40 million (fiscal year ended March 2026)
Net income for the current fiscal year¥34 million (fiscal year ended March 2026)
Net assets-¥13 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceUndetermined at present. The value of the shares to be issued will be determined after comprehensively taking into consideration the carrying amount of the rights and obligations to be transferred and other factors.
Type of ConsiderationShares: ミツウロコスポーツ is scheduled to newly issue restricted shares of common stock and allot all of them to the Company.
Impact on Business Performance

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

Procedures and assumptions
Valuation methodologyTo be determined after comprehensively taking into consideration the carrying amount of the rights and obligations to be transferred and other factors.
Conditions Precedent to ExecutionApproval by resolution of ミツウロコスポーツ's shareholders' meeting (scheduled for 7 September 2026)
Management structure after acquisitionFollowing this company split, there will be no change to the Company's name, location, title or name of its representative, business activities, stated capital or fiscal year-end. ミツウロコスポーツ's post-transaction management structure and treatment of its employees are Not disclosed
This transaction
ItemDetails
Transaction nameThis company split
Counterparty name株式会社ミツウロコスポーツ
Name of the Subject Company株式会社ミツウロコスポーツ
Business Description of the Subject CompanyPlanning and operation of sports facilities and spa facilities, among other activities
Location of the Subject CompanyNishi-ku, Yokohama, Kanagawa
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company10 May 2021
Net Sales of the Subject Company¥268 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥40 million (fiscal year ended March 2026)
Net Income of the Subject Company¥34 million (fiscal year ended March 2026)
Net Assets of the Subject Company-¥13 million (fiscal year ended March 2026)
Acquisition priceUndetermined at present. The value of the shares to be issued will be determined after comprehensively taking into consideration the carrying amount of the rights and obligations to be transferred and other factors.
Type of ConsiderationShares: ミツウロコスポーツ is scheduled to newly issue restricted shares of common stock and allot all of them to the Company.
Number of shares acquiredThe number of shares to be issued is undetermined at present. Number of voting rights: Not disclosed
Voting rights ownership percentageBefore 100% → after 100%
Impact on Business PerformanceThe impact on the Company’s consolidated results will be minor.
Date of board resolution17 July 2026
Contract Date20 August 2026 (scheduled)
Execution Date / Effective Date1 October 2026 (scheduled)
Valuation methodologyTo be determined after comprehensively taking into consideration the carrying amount of the rights and obligations to be transferred and other factors.
Conditions Precedent to ExecutionApproval by resolution of ミツウロコスポーツ's shareholders' meeting (scheduled for 7 September 2026)
Management structure after acquisitionFollowing this company split, there will be no change to the Company's name, location, title or name of its representative, business activities, stated capital or fiscal year-end. ミツウロコスポーツ's post-transaction management structure and treatment of its employees are Not disclosed
Items this document does not state (10)
Expenses 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)Independent 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 consolidate operational resources currently dispersed among Group companies at ミツウロコスポーツ, thereby improving operational efficiency, securing and developing specialized personnel, and accumulating operational expertise.

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 a Company Split between the Company and Its Subsidiary in Connection with the Reorganization of the Commercial Facilities Operations Business | Mitsuuroko Group Holdings Co.,Ltd. (8131) timely disclosure | Komori