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M&A and Subsidiary Changes9216Bewith,Inc.Information and Communications, Services and Others

Notice Regarding a Company Split with a Wholly Owned Subsidiary (Simplified Absorption-Type Company Split)

Bewith, Inc. will transfer its business related to business support functions to its wholly owned subsidiary ビーウィズ・ドゥ株式会社 through a simplified absorption-type company split, changing to a structure under which the subsidiary will continue the business under an outsourcing arrangement. The effective date is scheduled for 1 January 2027, and no shares or cash will be provided as consideration.

Worth reading
43Recurring
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
0
¥ million (book value of assets to be transferred, as of the end of October 2026)
Wording
Conditional
How definitive the wording is.

This transaction

This company split
Counterpartyビーウィズ・ドゥ株式会社
Disclosing companyBewith,Inc.
ビーウィズ・ドゥ株式会社 (successor company)Voting rights ownership percentageNumber of shares acquired None (no shares will be allotted in connection with this company split)

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

Administrative outsourcing and contracted services within the Group, employment support and consulting for people with disabilities, lecture services and other activities

Location Shinjuku-ku, TokyoShare capital ¥30 millionDate of incorporation 1 September 2026
Consideration and expenses
Acquisition priceNo consideration (no shares will be allotted and no other consideration will be provided)
Type of ConsiderationNo consideration (neither cash nor shares will be provided)
Impact on Business Performance

The impact on the Company's consolidated results will be immaterial

Procedures and assumptions
Conditions Precedent to ExecutionAs this constitutes a simplified absorption-type company split and a short-form absorption-type company split, the transaction will be carried out without obtaining approval at a shareholders' meeting of either company
Management structure after acquisitionFollowing this company split, there will be no change in the names, locations, titles and names of representatives, business activities, capital or fiscal year-end of Bewith, Inc. and ビーウィズ・ドゥ. ビーウィズ・ドゥ will continue to perform the business and plans to apply for certification as a special subsidiary for the employment of people with disabilities.
This transaction
ItemDetails
Transaction nameThis company split
Counterparty nameビーウィズ・ドゥ株式会社
Name of the Subject Companyビーウィズ・ドゥ株式会社 (successor company)
Business Description of the Subject CompanyAdministrative outsourcing and contracted services within the Group, employment support and consulting for people with disabilities, lecture services and other activities
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject Company1 September 2026
Acquisition priceNo consideration (no shares will be allotted and no other consideration will be provided)
Type of ConsiderationNo consideration (neither cash nor shares will be provided)
Number of shares acquiredNone (no shares will be allotted in connection with this company split)
Voting rights ownership percentageBefore 100.0% → after 100.0%
Impact on Business PerformanceThe impact on the Company's consolidated results will be immaterial
Date of board resolution6 November 2026
Contract Date6 November 2026
Execution Date / Effective Date1 January 2027 (scheduled)
Conditions Precedent to ExecutionAs this constitutes a simplified absorption-type company split and a short-form absorption-type company split, the transaction will be carried out without obtaining approval at a shareholders' meeting of either company
Management structure after acquisitionFollowing this company split, there will be no change in the names, locations, titles and names of representatives, business activities, capital or fiscal year-end of Bewith, Inc. and ビーウィズ・ドゥ. ビーウィズ・ドゥ will continue to perform the business and plans to apply for certification as a special subsidiary for the employment of people with disabilities.
Items this document does not state (15)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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.

To establish a system for providing specialized guidance and training, as well as support for retaining employment, in connection with the employment of people with disabilities, and to further expand such employment. The company also aims to optimize and improve the efficiency of operations across the Group and to continue complying with the statutory employment ratio.

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 with a Wholly Owned Subsidiary (Simplified Absorption-Type Company Split) | Bewith,Inc. (9216) timely disclosure | Komori