Komori
M&A and Subsidiary Changes9041Kintetsu Group Holdings Co.,Ltd.Transportation and Logistics

Reorganization of the Group's hotel business structure (the hotel leasing business will change from 近鉄不動産株式会社 to 株式会社近鉄・都ホテルズ through a company split)

The hotel leasing business will change from 近鉄不動産株式会社 to 株式会社近鉄・都ホテルズ, another company in the same group, through an absorption-type company split, consolidating the hotel business. The effective date is 1 January 2027, and 5,391 shares of 株式会社近鉄・都ホテルズ will be delivered to 近鉄不動産株式会社.

Worth reading
55In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
5391
Shares
Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
CounterpartyName of counterparty, Name of counterparty
Disclosing companyKintetsu Group Holdings Co.,Ltd.
Subject of this transactionNumber of shares acquired Number of shares acquiredVoting rights ownership percentage Before 100% (shareholding ratio of 近鉄グループホールディングス株式会社) (after not disclosed)
Contract Date23 October 2026
Execution Date / Effective DateExecution date and effective date
Target company

Business description of the companies concerned

Location Address of the companies concernedShare capital Capital of the companies concernedDate of incorporation Date of establishment of the companies concerned
Net income for the current fiscal yearNet income of the companies concerned
Net assetsNet assets of the companies concerned
Consideration and expenses
Type of ConsiderationType of consideration
Impact on Business Performance

Impact on financial results

Procedures and assumptions
Management structure after acquisitionThere will be no changes to the names, addresses, titles and names of representatives, principal businesses, capital or fiscal year-end dates of the parties to this absorption-type company split. The lease and sublease relationship between 近鉄不動産株式会社 and 株式会社近鉄・都ホテルズ in the hotel leasing business will be extinguished by confusion, and ownership, management and operations are expected to become integrated.
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameName of counterparty, Name of counterparty
Business Description of the Subject CompanyBusiness description of the companies concerned
Location of the Subject CompanyAddress of the companies concerned
Capital Stock of the Subject CompanyCapital of the companies concerned
Date of Establishment of the Subject CompanyDate of establishment of the companies concerned
Net Income of the Subject CompanyNet income of the companies concerned
Net Assets of the Subject CompanyNet assets of the companies concerned
Type of ConsiderationType of consideration
Number of shares acquiredNumber of shares acquired
Voting rights ownership percentageBefore 100% (shareholding ratio of 近鉄グループホールディングス株式会社) (after not disclosed)
Impact on Business PerformanceImpact on financial results
Contract Date23 October 2026
Execution Date / Effective DateExecution date and effective date
Management structure after acquisitionThere will be no changes to the names, addresses, titles and names of representatives, principal businesses, capital or fiscal year-end dates of the parties to this absorption-type company split. The lease and sublease relationship between 近鉄不動産株式会社 and 株式会社近鉄・都ホテルズ in the hotel leasing business will be extinguished by confusion, and ownership, management and operations are expected to become integrated.
Items this document does not state (17)
Name of the Subject CompanyNet Sales of the Subject CompanyOperating Profit 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)Date of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 the hotel business within 株式会社近鉄・都ホテルズ, enabling an integrated approach to hotel ownership, management and operations, responding nimbly to market changes and maximizing the value of hotel assets.

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Reorganization of the Group's hotel business structure (the hotel leasing business will change from 近鉄不動産株式会社 to 株式会社近鉄・都ホテルズ through a company split) | Kintetsu Group Holdings Co.,Ltd. (9041) timely disclosure | Komori