📋 Material Events 1086

TERUMO CORPORATION

4543 · テルモ株式会社

Kalila Medical, Inc., a wholly-owned subsidiary of the reporting company, was absorbed and merged into Terumo Medical Corp. (another subsidiary) effective January 31, 2026. As a result, Kalila Medical, Inc. ceased to exist as a separate legal entity and is no longer classified as a specific subsidiary of the reporting company.

THK CO., LTD.

6481 · THK株式会社

The company decided on February 2, 2026 to divest all issued shares and outstanding loans related to five subsidiary companies (TRA Holdings, THK Rhythm Automotive Canada, Czech, Germany, and Michigan operations) to AP87, a special purpose company indirectly backed by a fund managed by Advantage Partners. The divestiture also includes six indirect subsidiaries under TRA Holdings and is expected to close on June 1, 2026, with a material impact on the company's financial position and operating results.

CS-C.Co.,Ltd.

9258 · 株式会社CS-C

The company's subsidiary CS-R will acquire all shares of Gottsuu Co., Ltd. to make it a subsidiary. The acquisition is planned for mid-February 2026, with a total cost of approximately 153 million yen including stock acquisition price (120 million yen) and advisory fees (33 million yen).

SUGITA ACE CO.,LTD

7635 · 杉田エース株式会社

The company's board of directors resolved on February 2, 2026 to convene an extraordinary shareholders meeting on March 3, 2026 to approve a stock consolidation in connection with an MBO transaction. UMK Corporation launched a tender offer for all outstanding shares (excluding treasury stock and non-tendering shareholders' shares totaling 1,999,000 shares), acquiring 2,930,441 shares (54.62%) at 1,710 yen per share through December 25, 2025.

santec Holdings Corporation

6777 · santec Holdings株式会社

Santec Holdings approved an absorption-type spin-off effective April 1, 2026, transferring its asset management division to its wholly-owned subsidiary Aqumen Capital Co., Ltd. The spin-off is designed to consolidate asset management operations within the group, enhance asset efficiency, and strengthen the financial foundation for future business and growth investments. No consideration will be exchanged as the transaction involves only a parent and its wholly-owned subsidiary.

Pharmarise Holdings Corporation

2796 · ファーマライズホールディングス株式会社

The company's board of directors resolved on January 30, 2026 to acquire all shares of Sanko Medical Co., Ltd., a pharmaceutical wholesaler, and make it a subsidiary. This acquisition is part of the company's mid-term management plan 'Make a Leap 2027' aimed at strengthening the group's pharmaceutical distribution system and expanding region-focused medical services in the Kanto region.

SUMITOMO DENSETSU CO.,LTD.

1949 · 住友電設株式会社

Sumitomo Electric Industries' subsidiary Sumitomo Densetsu has decided to issue A-class preferred shares to Daiwa House Industry for approximately 123 billion yen through third-party allotment. The proceeds will fund the acquisition of all ordinary shares held by Sumitomo Electric Industries, enabling Daiwa House to achieve complete subsidiary status following its successful public tender offer in December 2025.

Maxell, Ltd.

6810 · マクセル株式会社

Maxell Corporation resolved to transfer its optical lens unit business (operated by the Optical & Systems Business Division) to its wholly-owned subsidiary Maxell Frontier Co., Ltd. through an absorption split, effective April 1, 2026. The transaction aims to integrate management resources and strengthen automotive optical components business by enabling more agile operations in response to market changes and customer needs.

AnyMind Group Inc.

5027 · AnyMind Group株式会社

The company decided on January 27, 2026 to acquire all shares of MISM Corporation through its wholly-owned subsidiary AnyMind Japan Corporation, thereby consolidating MISM as a subsidiary. MISM specializes in vertical video creative production and SNS marketing, with over 2,000 registered creators and annual production of 20,000+ videos, complementing the company's social commerce strategy.

Nomura Holdings, Inc.

8604 · 野村ホールディングス株式会社

The company completed the acquisition of all shares of Macquarie Management Holdings, Inc. on December 1, 2025. As a result, Delaware Management Company, a subsidiary of Macquarie, has become a specified subsidiary of the reporting company and requires disclosure under the Financial Instruments and Exchange Act. The acquired company operates investment management and advisory businesses in the United States with capital of USD 590 million.

Smart Drive Co. Ltd.

5137 · 株式会社スマートドライブ

The company's Board of Directors resolved on January 29, 2026 to acquire additional shares of Interzone Co., Ltd., a subsidiary under the equity method, to convert it into a wholly-owned subsidiary. The acquisition increases the company's voting rights from 20.83% to 100%, with the transaction effective January 30, 2026.

NISSIN CORPORATION

9066 · 株式会社日新

The company will conduct an absorption-type merger (吸収分割) effective April 1, 2026, with BCJ-98 (its wholly-owned parent company) as the surviving entity. Following the MBO implemented in May 2025 and the change in management structure, this reorganization aims to concentrate management resources on core logistics operations while enabling more agile business decision-making. The merger is classified as a simplified merger under the Companies Act, requiring no shareholder approval.

AViC Co., Ltd.

9554 · 株式会社AViC

The company acquired all shares of Spica Inc., a TikTok LIVE talent management company, for 1.5 billion yen effective January 29, 2026. The acquisition aims to expand into the creator economy and live commerce markets while leveraging Spica's talent roster and the acquiring company's data analytics capabilities. The deal includes potential earn-out payments of up to 300 million yen based on revenue targets.

ITmedia Inc.

2148 · アイティメディア株式会社

The company's board of directors resolved on January 29, 2026 to acquire all shares of Majisemi Inc. (the surviving company after its merger with Open Source Katsuyou Kenkyusho Inc.) effective April 1, 2026, making it a wholly-owned subsidiary. The acquisition is valued at approximately 2,300 million yen, with total transaction costs of approximately 2,336 million yen including advisory fees. This acquisition is part of the company's mid-term growth strategy targeting EPS exceeding 140 yen by fiscal year 2029 through both organic growth and active M&A.

Silver Egg Technology CO.,Ltd.

3961 · シルバーエッグ・テクノロジー株式会社

Irgulm Corporation has launched a public tender offer to acquire all outstanding shares of the company (excluding treasury stock) and warrant securities, with the goal of making the company a wholly-owned subsidiary and delisting it from the stock exchange. The tender offer was conducted from November 17, 2025 to January 6, 2026, resulting in Irgulm acquiring 1,864,500 shares (62.63% ownership) as of January 14, 2026. The company is convening an extraordinary shareholders' meeting on February 20, 2026 to approve a stock consolidation as part of the squeeze-out procedures.

FUJITSU LIMITED

6702 · 富士通株式会社

Fujitsu Corporation will absorb specific business operations from its wholly-owned subsidiary Fujitsu Japan Co., Ltd. effective April 1, 2026. The transferred business includes solution services for mid-market private sector companies and regional agricultural/forestry/fishery organizations, along with related DX businesses. This reorganization aims to consolidate resources, optimize decision-making speed, and strengthen business operations.

Stanley Electric Co.,Ltd.

6923 · スタンレー電気株式会社

The company resolved on January 29, 2026 to acquire all shares of Iwasaki Electric Co., Ltd. and make it a subsidiary. The acquisition price is approximately 70.3 billion yen and is expected to close on April 1, 2026. The acquisition aims to strengthen the company's ability to provide optical solutions across automotive, public infrastructure, and commercial sectors.

OXIDE Corporation

6521 · 株式会社オキサイド

The company decided on January 28, 2026 to divest all shares and loan receivables of its consolidated subsidiary Raicol Crystals Ltd. (Israel-based optical crystal manufacturer) to an investment partnership led by the company's current management. The divestiture is structured as a Management Buy-Out (MBO) scheduled for completion on February 15, 2026, and is expected to result in a one-time special loss of approximately 1,700 million yen.

OutlookConsulting Co., Ltd.

5596 · アウトルックコンサルティング株式会社

MoneyForward Consulting Co., Ltd., which became a special controlling shareholder owning 93.95% of the company through a tender offer, has issued a share and warrant purchase request (squeeze-out) to acquire all remaining shares and warrants from minority shareholders and warrant holders. The board approved this request on January 28, 2026, with an acquisition date set for February 27, 2026.

Yodogawa Steel Works,Ltd.

5451 · 株式会社淀川製鋼所

The company and its consolidated subsidiary Sheng Yu Co., Ltd. have agreed to divest all or part of their equity stake in Yodogawa Shengyu (Hefei) High-tech Steel Plate Co., Ltd. to Shanghai Qinheng International Trade Co., Ltd. Following the divestiture scheduled for June 2026, the Chinese subsidiary will no longer be classified as a consolidated subsidiary, with the company's ownership stake reducing from 100% to 5%.

Life Intelligent Enterprise Co.,Ltd.

5856 · 株式会社エルアイイーエイチ

The company's board of directors resolved on January 28, 2026 to transfer all shares of Phoenix Entertainment Tours Co., Ltd., a travel agency subsidiary, as part of a strategic portfolio restructuring. The divestiture is planned for mid-March 2026 and reflects management's decision to exit the travel business segment to improve operational efficiency and enhance governance.

Yamaha Motor Co., Ltd.

7272 · ヤマハ発動機株式会社

Yamaha Motor announced on January 28, 2026 that its subsidiary Yamaha Motor India Sales Private Limited will be absorbed and merged into India Yamaha Motor Private Limited (another consolidated subsidiary). Upon completion of this merger, Yamaha Motor India Sales Private Limited will cease to be a specified subsidiary of the company.

STAR MICRONICS CO.,LTD.

7718 · スター精密株式会社

The company is conducting a tender offer by Solsticia Inc. to take the company private, with the acquirer holding 51.12% of voting rights (24,789,003 shares) as of January 6, 2026. A stock consolidation is planned to be voted on at an extraordinary general meeting scheduled for February 26, 2026, as part of the broader going-private transaction supported by Taiyo Pacific Partners.

POVAL KOGYO CO.,LTD.

4247 · ポバール興業株式会社

Pobaru Kogyo Co., Ltd. (the surviving company) will execute an absorption merger with Nissin Seisakusho Co., Ltd. (the acquired company) as a subsidiary consolidation. The merger was approved by the board of directors on January 21, 2026, and is scheduled to be completed on April 1, 2026. As a result, Nissin Seisakusho Co., Ltd. will cease to be a subsidiary of the reporting company.

BrainPad Inc.

3655 · 株式会社ブレインパッド

The company is subject to a public tender offer by Fujitsu Corporation for its shares. As a result, the company will record advisory fees, legal fees, and other related costs totaling ¥716 million as special losses in the fiscal year ending June 2026.

譬ェ蠑丈シ夂、セ繝輔か繝シ繝ゥ繝繧ィ繝ウ繧ク繝九い繝ェ繝ウ繧ー

7088 · 株式会社フォーラムエンジニアリング

KKR (via subsidiary KJ003) is acquiring the company through a two-stage process: an initial public tender offer at 1,710 yen per share completed in December 2025, followed by a planned squeeze-out involving share consolidation (1 share per 9,920,420 shares) and forced acquisition of remaining minority shares to achieve 100% ownership.

LOGOS HOLDINGS INC.

205A · 株式会社ロゴスホールディングス

Chicken Sheep Co., Ltd. (株式会社チキンシープ) increased its ownership stake in the reporting company from 7.80% to 10.67%, crossing a significant threshold and becoming a major shareholder. The change occurred on January 22, 2026, involving an increase of 1,125 voting rights.

Osaki Electric Co.,Ltd.

6644 · 大崎電気工業株式会社

The company decided to withdraw from the Middle East and Africa regional segment within its overseas measurement and control business division. As a result, the company will record a business withdrawal loss of 2,040 million yen as an extraordinary loss in its consolidated financial results for the fiscal year ending March 2026.

PACIFIC INDUSTRIAL CO.,LTD.

7250 · 太平洋工業株式会社

株式会社CORE completed a tender offer for the company's ordinary shares and warrant rights during the period from July 28, 2025 to January 26, 2026, resulting in CORE acquiring 31,938,413 shares and becoming the new parent company with 55.26% voting rights as of February 2, 2026. The tender offer exceeded the minimum purchase threshold and will result in a change of control and major shareholder composition.

FULLCAST HOLDINGS CO.,LTD.

4848 · 株式会社フルキャストホールディングス

The company resolved on January 22, 2026 to acquire 100% of the shares of RGF International Recruitment Holdings Limited, a Hong Kong-based global talent recruitment company, making it a subsidiary. This acquisition is strategic to establish 'full-time employee referral services' as the company's second pillar while leveraging RGF's expertise in high-class global recruitment across Asia and strong synergies with the acquiring company's domestic customer base.

PKSHA Technology, Inc.

3993 · 株式会社PKSHA Technology

The company resolved to acquire shares in X Capital Co., Ltd. on January 26, 2026, thereby making it a subsidiary. The company will own 6,902 voting shares representing 62.0% of total shareholder voting rights as of January 30, 2026, with plans to acquire remaining shares (100% stake) by December 2030.

BBD Initiative Inc.

5259 · BBDイニシアティブ株式会社

The reporting company has decided to conduct an absorption merger with Headwaters Inc. (株式会社ヘッドウォータース), with Headwaters as the surviving company and the reporting company as the absorbed company, effective May 1, 2026. The merger aims to integrate management operations on equal footing to create AI-driven solutions and accelerate digital transformation initiatives. The merger ratio is set at 0.50 shares of Headwaters for each 1 share of the reporting company.

Headwaters Co., Ltd.

4011 · 株式会社ヘッドウォータース

Headwaters Inc. resolved to conduct an absorption merger with BBD Initiative Inc., with Headwaters as the surviving company and BBD Initiative as the dissolving company, scheduled to become effective on May 1, 2026. As a result of this merger, Headwaters will newly acquire three subsidiaries from BBD Initiative: Bluetech Inc., Architect Core Inc., and Boost Marketing Inc., all of which will become 100% owned subsidiaries of Headwaters.

Headwaters Co., Ltd.

4011 · 株式会社ヘッドウォータース

Headwaters Corporation and BBD Initiative Corporation agreed to merge effective May 1, 2026, with Headwaters as the surviving entity. The merger aims to integrate AI implementation expertise with BBD Initiative's SaaS product portfolio to strengthen competitive position in the AI/DX market and create synergies in product development, human resources, and financial capabilities.

DIGITAL HOLDINGS,INC.

2389 · 株式会社デジタルホールディングス

The company's board of directors resolved on January 26, 2026 to convene an extraordinary shareholders' meeting on February 25, 2026 to approve a stock consolidation. This is part of a larger transaction where Hakuhodo DY Holdings is acquiring all outstanding shares and subscription rights of the company to make it a wholly-owned subsidiary, with the acquisition price set at 1,943 yen per share.

SIOS Corporation

3744 · サイオス株式会社

The company resolved on January 23, 2026, to acquire all shares of SYNC Corporation and make it a subsidiary. The acquisition is valued at approximately 275 million yen including advisory fees. SYNC specializes in modern technology solutions including advanced search capabilities and will create synergies with the company's existing IT systems and AI technology businesses.

Nissha Co., Ltd.

7915 · NISSHA株式会社

The company acquired a majority stake (60%) in USM Healthcare Medical Devices Factory Joint Stock Company, a Vietnamese medical device manufacturer based in Ho Chi Minh City, through a board decision on January 23, 2026. The acquisition is scheduled to be completed in March 2026, and the target company will become a specified subsidiary of the filing company.

AIAI Group Corporation

6557 · AIAIグループ株式会社

The company's subsidiary AIAI Inclusive has acquired all shares of Kirara Group Holdings Co., Ltd., which owns Mode Planning Japan Co., Ltd., a childcare facility operator. The acquisition results in both entities becoming specified subsidiaries (tokutei kogaisha) of the reporting company. The transaction is valued at approximately 10.4 billion yen and is expected to close on February 27, 2026.

Mizuho Leasing Company, Limited

8425 · みずほリース株式会社

The company's wholly-owned subsidiary ML Power acquired a majority stake in Japan Infrastructure Fund Investment Corporation (66.92% voting rights) through a public tender offer completed on January 29, 2026. As a result, the target company becomes a subsidiary and is reclassified as a specified subsidiary of the reporting company due to its asset size exceeding 10% of the company's capital.

AnyMind Group Inc.

5027 · AnyMind Group株式会社

The company resolved to acquire all shares of Bcode Inc., a creator support business with over 700 livestreamers primarily on TikTok LIVE, through its wholly-owned subsidiary GROVE Co., Ltd., effective January 16, 2026. This acquisition strengthens the company's social media marketing and social commerce capabilities by integrating Bcode's livestreaming and affiliate marketing assets with the company's existing content creation and talent management operations.

Japaniace Co.,Ltd.

9558 · ジャパニアス株式会社

Japanias Inc. will acquire the IT engineer dispatch and SES (System Engineering Services) business from its subsidiary Copro Technology Co., Ltd. through an absorption-type spin-off. The acquisition includes the 'BestCareer IT' job recruitment site and is valued at 730 million yen. The transaction is expected to strengthen Japanias' competitive position and stabilize its revenue base as it pursues its long-term vision of creating 10,000 digital engineers.

Sumitomo Bakelite Company Limited

4203 · 住友ベークライト株式会社

The company approved the acquisition of all shares in a newly established company that will inherit Kyocera's chemical business operations through an absorption split. The acquisition focuses on semiconductor sealing epoxy resin molding materials, semiconductor bonding paste, and industrial resin manufacturing, with a purchase price of 30 billion yen, aimed at strengthening technological capabilities in ICT and AI data center applications.

AXEL MARK INC.

3624 · アクセルマーク株式会社

The company's board of directors resolved on January 22, 2026, to acquire all shares of Wellness More Laboratories Inc. by exercising share acquisition warrants attached to convertible bonds and purchasing 100 shares from existing shareholders, thereby making the company a wholly-owned subsidiary. This acquisition qualifies as a material subsidiary change requiring disclosure under the Financial Instruments and Exchange Act.

Recruit Holdings Co., Ltd.

6098 · 株式会社リクルートホールディングス

The company is divesting its entire stake in RGF International Recruitment Holdings Limited, a Hong Kong-based subsidiary engaged in recruitment and human resources services across Asia. Following the planned stock transfer on April 1, 2026, the subsidiary will no longer qualify as a specified subsidiary of the reporting company as ownership will be reduced from 100% to 0%.

Fast Fitness Japan Incorporated

7092 · 株式会社Fast Fitness Japan

JG35 Corporation has completed a tender offer for ordinary shares and stock warrants of the company during the period from December 2, 2025 to January 20, 2026, resulting in the acquisition of 8,972,661 shares. Following settlement on January 27, 2026, JG35 will become the new parent company with 95.09% voting rights (including Oak Corporation's aligned voting rights), and both JG35 and Oak Corporation will be new major shareholders.

Yashima Denki Co.,Ltd.

3153 · 八洲電機株式会社

Yasushio Denki (八洲電機) announced on January 21, 2026 that its board approved an absorption split to transfer the information and communication business of its wholly-owned subsidiary Yasushio EI Technology (八洲ＥＩテクノロジー) to the parent company, effective April 1, 2026. This strategic restructuring aims to integrate the subsidiary's IT services with existing operations to drive group-wide business growth, while allowing the subsidiary to focus on HVAC and plumbing equipment business expansion.

Life Intelligent Enterprise Co.,Ltd.

5856 · 株式会社エルアイイーエイチ

JADEX Welfare Services Co., Ltd., a consolidated subsidiary, will absorb and merge TransCool Co., Ltd., another consolidated subsidiary, with JADEX as the surviving company. The merger was approved at TransCool's extraordinary shareholders' meeting on October 22, 2025, and is scheduled to take effect on January 1, 2026. This transaction results in the removal of TransCool as a specified subsidiary of the parent company.

SATORI ELECTRIC CO.,LTD.

7420 · 佐鳥電機株式会社

Satori Denki Co., Ltd. will execute an absorption merger of its wholly-owned subsidiary Satori Pynics Co., Ltd., with Satori Denki as the surviving company, effective June 1, 2026. The merger aims to consolidate customer touchpoints, enhance one-stop service capabilities, and strengthen demand creation by combining Panasonic group products with products from other manufacturers.

Tokyo Century Corporation

8439 · 東京センチュリー株式会社

NTT is divesting a portion of its interests in three subsidiary entities (NTT Global Data Centers Joint Venture CH LLC, NTT Global Data Centers Holding CH LLC, and NTT Global Data Centers CH LLC) to JICT US LLC, a US special purpose company of the Overseas Communications and Broadcasting and Postal Services Support Organization. The divestiture will reduce NTT's ownership stake from 80% to 50%, resulting in the three entities ceasing to be NTT subsidiary companies, with completion expected in March 2026.

kuribayashi steamship co.,ltd.

9171 · 栗林商船株式会社

Kuribayashi Shosen announced a stock exchange agreement with K-Seven Co., Ltd. on January 20, 2026, whereby Kuribayashi Shosen will become the complete parent company and K-Seven will become a complete subsidiary. The exchange ratio is set at 0.07 shares of Kuribayashi Shosen per 1 share of K-Seven, with an effective date of April 1, 2026, intended to strengthen group management and operational integration.