Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
February 9, 2026 Company Name: Asahi Broadcasting Group Holdings Corporation Representative: Masayuki Nishide, President & CEO
(Securities Code: 9405, Tokyo Stock Exchange Prime Market) Inquiries: Daisuke Niizuma, General Manager, Management Strategy Division
(TEL: +81-6-6458-5321)
Notice Concerning the Company Split (Absorption-Type Company Split without Consideration) between the Company and Its Wholly-Owned SubsidiaryAsahi Broadcasting Group Holdings Corporation (the "Company") hereby announces that, at a meeting of the Board of Directors held on February 9, 2026, it resolved to have all businesses of the Company related to and incidental to the rights and interests of the ABC Content Production Committee (the "Business") succeeded by ABC Frontier, Inc., a wholly-owned subsidiary of the Company, through a company split (absorption-type split) (the "Company Split"), with April 1, 2026 set as the effective date. As of today, the Company entered into an absorption-type split agreement. Since the Company Split constitutes a simplified absorption-type split in which a wholly-owned subsidiary of the Company becomes the successor company, certain disclosure items and contents have been omitted.
Purpose of the Company Split
As a comprehensive content business group, the Asahi Broadcasting Group (the "Group") aims to become a corporate group capable of creating a wide range of compelling content titles, including those related to its live-action content business.
The competitive landscape for live-action content is undergoing change as viewing habits evolve and viewing devices diversify, requiring us to create content titles that more strongly motivate viewers to engage voluntarily. At the same time, it is important to further enhance the brand value of the Group by increasing the overall value of its content, including value across the entire value chain-from planning and production to broadcasting and secondary use-as well as the long-term value that continues to resonate with audiences over time. With this in mind, Asahi Television Broadcasting Corporation, one of the subsidiaries of the Company, took a bold step by producing prime-time dramas for the first time in 28 years, establishing a regular nationwide network slot in the Sunday 10 p.m. time slot starting in April 2023. Through initiatives such as this, we are working to enhance the value of our content by positioning dramas as a new pillar of our live-action content business.
At the outset of these initiatives, the Company established the ABC Content Production Committee (with the Company serving as the lead managing company), comprising the Company, Asahi Television Broadcasting Corporation, which has strengths in planning, production, and broadcasting; ABC Frontier, Inc., which excels in the promotion of secondary use and marketing; and external partners, with the aim of uniting the collective strengths of the Group.
In April 2025, following the successful establishment of this promotion framework, this scheme transitioned to a structure funded solely by Asahi Television Broadcasting Corporation and has since been promoted under this new structure, in order to enable the Company, Asahi Television Broadcasting Corporation, and ABC Frontier, Inc. to further deepen their respective roles.
As a result of this Company Split, the rights and interests (in legacy titles) of the ABC Content Production Committee held by the Company, Asahi Television Broadcasting Corporation, and ABC Frontier, Inc. will be transferred to and consolidated in ABC Frontier, Inc., thereby promoting the Group's operational efficiency, strengthening the value chain for live-action content, enhancing production quality, optimizing the sales structure, and implementing appropriate
marketing initiatives, and enabling the creation of numerous high-value live-action content titles that will continue to be widely appreciated over the long term.
Summary of the Company Split
Time table for the Company Split
①
Date of Board of Directors meeting to approve absorption-type split agreement
February 9, 2026
②
Date of conclusion of absorption-type split agreement
February 9, 2026
③
Effective date of the Company Split
April 1, 2026 (scheduled)
(Note) Since the Company Split constitutes a simplified split as stipulated in Article 784, Paragraph (2) of the Companies Act for the Company, and a short-form split as stipulated in Article 796, Paragraph (1) of the Companies Act for ABC Frontier, Inc., neither company will hold a general meeting of shareholders to approve the absorption-type split agreement.
Form of the Company Split
The Company Split will be conducted as an absorption-type split, in which the Company will be the company splitting in the absorption-type split and ABC Frontier, Inc. will be the company succeeding in the absorption-type split.
Details of allotment related to the Company Split
The Company Split will be conducted without consideration between the Company and ABC Frontier, Inc., a wholly-owned subsidiary of the Company.
Handling of share acquisition rights and bonds with share acquisition rights in connection with the Company Split There are no applicable matters.
Increase or decrease in share capital due to the Company Split
There will be no increase or decrease in share capital due to the Company Split.
Rights and obligations to be succeeded by succeeding company
As of the effective date of the Company Split, and as stipulated in the absorption-type split agreement, ABC Frontier, Inc. will succeed to the Company's assets and liabilities related to the Business, as well as the Company's rights and obligations arising from the contractual status.
Prospects for fulfillment of obligations
The Company has determined that there will be no issues with the fulfillment of obligations to be assumed by ABC Frontier, Inc. after the effective date of the Company Split.
Overview of companies involved in the Company Split (as of March 31, 2025)
Splitting Company
Succeeding Company
(1)
Name
Asahi Broadcasting Group Holdings
Corporation
ABC Frontier, INC.
(2)
Location
1-1-30 Fukushima, Fukushima-ku, Osaka
2-3-1 Hamamatsucho, Minato-ku, Tokyo
(3)
Title and Name of
Representative
Masayuki Nishide, President & CEO
Takeshi Inokuchi, CEO
(4)
Business
Certified broadcasting holding company
Content licensing, international operation, music publishing, domestic business development, and other business
(5)
Capital
5,299 million yen
100 million yen
(6)
Date of Establishment
March 15, 1951
April 5, 2016
(7)
Number of Issued Shares
41,833,000 shares
12,000 shares
(8)
Accounting Period
March
March
(9)
Major Shareholders and Shareholding Ratio
The Asahi Shimbun Company: 14.88%
Asahi Television Broadcasting Corporation: 100%
TV Asahi Holdings Corporation: 9.27%
Kosetsu Museum of Art Public-Interest Incorporated Foundation: 7.00%
(10)
Financial Position and Operating Results for the Previous Fiscal Year
Accounting Period
Fiscal Year Ended March 2025
Fiscal Year Ended March 2025
Net Assets
44,853 million yen
1,263 million yen
Total Assets
65,354 million yen
2,280 million yen
Net Assets per Share
1,074.77 yen
105,329.00 yen
Net Sales
7,005 million yen
2,367 million yen
Operating Profit
484 million yen
142 million yen
Ordinary Profit
475 million yen
159 million yen
Profit Attributable to
Owners of Parent
1,542 million yen
34 million yen
Basic Earnings per Share
36.94 yen
2,912.75 yen
Overview of business division to be succeeded
Description of business of division to be succeeded
All businesses related to and incidental to the rights and interests of the ABC Content Production Committee.
Operating results of division to be succeeded
Operating revenue relating to the Business is minimal (fiscal year ended March 2025: 130 million yen).
Items and amounts of assets and liabilities to be succeeded
There will be no assets or liabilities to be split as a result of the Company Split.
Status after the Company Split
There will be no changes to the Company's name, location, title or name of the representative, business content, capital, or accounting period after the Company Split.
Future prospects
The impact of the Company Split on the Company's consolidated financial results is expected to be minor. Should any matters requiring disclosure arise in the future, the Company will make a prompt announcement.