Komori
M&A and Subsidiary Changes9278BOOKOFF GROUP HOLDINGS LIMITEDRetail

Notice Regarding a Company Split (Absorption-Type Company Split) Between Consolidated Subsidiaries

The company has decided to implement an absorption-type company split under which certain functions, including management oversight and strategy planning for the overseas business previously handled by ブックオフコーポレーション株式会社, will change from ブックオフコーポレーション株式会社 to its wholly owned subsidiary, 株式会社ブックオフインターナショナル. The transaction is scheduled to take effect on 1 June 2026. No consideration will be paid, and the scope of consolidation and controlling relationships will remain unchanged.

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This transaction

Name of transaction
Counterparty (target company)ブックオフコーポレーション株式会社 (split company), 株式会社ブックオフインターナショナル (successor company)
Disclosing companyBOOKOFF GROUP HOLDINGS LIMITED
Subject of this transactionVoting rights ownership percentage Before 100% (the company's wholly owned subsidiary) → after No change (no change to the scope of consolidation or controlling relationships; the post-transaction figure is not provided)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Operation of the reuse business and related businesses, Management oversight and business support for the overseas business

Location 2-14-20 Kobuchi, Minami-ku, Sagamihara, Kanagawa, 2-14-20 Kobuchi, Minami-ku, Sagamihara, KanagawaShare capital ¥100 million, ¥5 millionDate of incorporation August 1991, March 2026
Consideration and expenses
Acquisition priceNot applicable (no shares or other consideration will be delivered)
Type of ConsiderationNo consideration (no shares or other consideration will be delivered)
Impact on Business Performance

The impact on the Company's consolidated results is expected to be immaterial.

This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameブックオフコーポレーション株式会社 (split company), 株式会社ブックオフインターナショナル (successor company)
Name of the Subject Companyブックオフコーポレーション株式会社 (split company), 株式会社ブックオフインターナショナル (successor company)
Business Description of the Subject CompanyOperation of the reuse business and related businesses, Management oversight and business support for the overseas business
Location of the Subject Company2-14-20 Kobuchi, Minami-ku, Sagamihara, Kanagawa, 2-14-20 Kobuchi, Minami-ku, Sagamihara, Kanagawa
Capital Stock of the Subject Company¥100 million, ¥5 million
Date of Establishment of the Subject CompanyAugust 1991, March 2026
Acquisition priceNot applicable (no shares or other consideration will be delivered)
Type of ConsiderationNo consideration (no shares or other consideration will be delivered)
Voting rights ownership percentageBefore 100% (the company's wholly owned subsidiary) → after No change (no change to the scope of consolidation or controlling relationships; the post-transaction figure is not provided)
Impact on Business PerformanceThe impact on the Company's consolidated results is expected to be immaterial.
Date of board resolution21 April 2026
Execution Date / Effective Date1 June 2026 (scheduled)
Items this document does not state (19)
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 periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

Certain functions supporting the overseas business will be reorganized within the group to review the operating structure for the overseas business, optimize the allocation of management resources and achieve more agile business operations.

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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.
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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 (Absorption-Type Company Split) Between Consolidated Subsidiaries | BOOKOFF GROUP HOLDINGS LIMITED (9278) timely disclosure | Komori