Brother Industries, Ltd. TSE:6448

Brother Industries : Notice Concerning Company Split (Simplified Absorption-type Split)

Published

Source: MarketScreener



March 2, 2026

Company: BROTHER INDUSTRIES, LTD.

Representative: Kazufumi Ikeda,

Representative Director & President

(Code: 6448, TSE Prime Market, NSE Premier Market)

Contact: Toshihiro Itou,

Senior Managing Executive Officer

(Tel: 052-824-2075)

Notice Concerning Company Split (Simplified Absorption-type Split)

Brother Industries, Ltd. (the "Company") hereby announces that, at the meeting of its Board of Directors held today, it resolved to transfer the business relating to the Company's work communication software service "BuddyBoard" (the "Target Business") to BuddyBoard Inc. ("BB"), a newly established wholly-owned subsidiary, through a company split (simplified absorption-type split) (the "Absorption Split"), with an effective date scheduled for May 1, 2026.

Certain disclosure items have been omitted, as the increase or decrease in the Company's total assets is less than 10% of the net assets at the end of the immediately preceding fiscal year, and the increase or decrease in the Company's net sales is expected to be less than 3% of the net sales of the preceding fiscal year.

  1. Purpose of the Absorption Split

    Since 2021, the Company has developed and provided the original notebook application "BuddyBoard" for iPad. BuddyBoard enables users to share handwritten content with multiple people in real time within the application and is primarily utilized in the construction industry for purposes such as brainstorming and providing instructions on design drawings.

    Through this Absorption Split, IXS No. 1 Investment Limited Partnership ("IXS"), an independent investment fund managed by IncubeX Studio Co., Ltd., will leverage its expertise in the SaaS business including agile management as well as its specialized knowledge of the construction industry and experienced personnel, to accelerate the growth of the Target Business, enhance service quality, and optimize business operations. The Company will also promote human resource development and pursue further expansion of the Target Business. This initiative is expected to continuously enhance the value of BB's stock assets held by the Company, and to generate ongoing returns such as intellectual property license income from the Target Business. Furthermore, the experience and knowledge gained by BB, as well as feedback through personnel exchanges with the Company, will contribute to further strengthening the service business foundation of the Company and its group companies.

    Following the establishment of BB as a wholly-owned subsidiary and execution of the Absorption Split, BB will conduct a third-party allotment of shares to IXS. As a result, IXS will acquire 51% of BB's shares, and BB will become a non-affiliate of the Company.

  2. Summary of the Absorption Split

    1. Schedule of the Absorption Split

      Date of resolution of the Board of Directors regarding the approval of the Absorption Split Agreement

      March 2, 2026

      Establishment of BB Company

      March 3, 2026 (scheduled)

      Date of Execution of the Absorption Split Agreement

      March 3, 2026 (scheduled)

      Effective date of Absorption Split

      May 1, 2026 (scheduled)

      Date of implementation of the third-party allotment of shares (IXS's investment in BB)

      May 1, 2026 (scheduled)

      *This absorption split is a simplified absorption split as stipulated in Article 784, Paragraph 2 of the Companies Act, and will be carried out without the approval of the general meeting of shareholders.

    2. Method of the Absorption Split

      The Absorption Split will be conducted as a simplified absorption-type split, with the Company as the splitting company and BB as the successor company.

    3. Details of allocation related to the Absorption Split

      Since the Absorption Split is between the Company and BB, which will be established as a wholly-owned subsidiary of the Company, no share allotment or other consideration will be paid at the time of the Absorption Split. Following the Absorption Split, BB will conduct a third-party allotment of shares to IXS, as a result, IXS will acquire 51% of BB's shares.

    4. Treatment of stock acquisition rights and bonds with stock acquisition rights in relation to the Absorption Split Not applicable.

    5. Change in capital stock due to the Absorption Split

      There will be no increase or decrease in the Company's capital as a result of the Absorption Split.

    6. Rights and obligations to be assumed by the successor company

      On the effective date of the Absorption Split, BB will assume the rights and obligations relating to the Target Business operated by the Company, as specified in the Absorption Split Agreement.

    7. Expected debt fulfillment

    The Company judges that there is no issue regarding the prospect of fulfillment of the obligations to be borne by the Company and BB after the effective date of the Absorption Split.

  3. Profiles of the parties involved in this Absorption Split

    Splitting company

    (September 30, 2025)

    Succeeding company

    (Scheduled for March 3, 2026)

    (1) Company Name

    Brother Industries, Ltd.

    BuddyBoard Inc.

    (2) Head Office

    15-1 Naeshiro-cho, Mizuho-ku, Nagoya city, Aichi, Japan

    3-8 Momozono-cho, Mizuho-ku, Nagoya city, Aichi, Japan

    (3) Representative person

    Representative Director & President Kazufumi Ikeda

    Representative Director & President Raizo Kosaka

    (4) Business Description

    ・Printing and Solutions business (printers, all-in-ones, label writers, label printers, scanners, etc.)

    ・Industrial printing business (coding and

    marking equipment, digital printing equipment, garment printers, etc.)

    industrial sewing machines, etc.)

    ・Nissei business (gearmotors, high-stiffness reducers, gears)

    ・Personal and home business (home

    sewing machines, cutting machines, etc.)

    ・Network and Content Business

    (Commercial online Karaoke equipment, Content Services, etc.)

    Planning, development, sales, provision, operation of software services and information processing services using the cloud and the Internet

    (5) Capital Stock

    19,209 million yen

    98 million yen

    *After the implementation of the third-party allotment of capital

    200 million yen

    (6) Date of establishment

    15 Jan 1934

    March 3, 2026 (scheduled)

    (7) Number of Shares Issued

    257,755,930 shares

    1,960,000 shares

    *After the implementation of the third-party allotment of capital

    4,000,000 shares

    (8) Fiscal Year-End

    March 31

    March 31

    (9) Major shareholders and shareholding ratios

    Master Trust Bank of Japan 16.24% Japan Custody Bank Co., Ltd. 6.02% STATE STREET BANK AND TRUST COMPANY 505001 5.11%

    Nippon Life Insurance Company 3.50% Sumitomo Mitsui Banking Corporation

    1.96%

    etc.

    Brother Industries, Ltd. 100%

    *After the implementation of the third-party allotment of capital

    IXS No. 1 Investment Limited Partnership 51%

    Brother Industries, Ltd. 49%

    (10) Financial Position and Operating Results for the Previous Fiscal Year

    Brother Industries, Ltd.

    BuddyBoard Inc.

    Fiscal Year

    Fiscal Year Ended March 31, 2025 (Consolidated, IFRS)

    Because the new company is scheduled to be established on March 3, 2026, thus no previous fiscal year exists.

    Equity attributable to the owners of the parent company

    691,390 million yen

    Total assets

    932,650 million yen

    Equity attributable to owners of the parent company per share

    2,704.21 yen

    • Machinery business (machine tools,

    Profit from sales

    876,558 million yen

    Business Profit

    69,888 million yen

    Profit attributable to owners of the parent company

    54,778 million yen

    Basic earnings per share

    JPY 214.27

    (Unit: million yen excluding those specifically noted)

    [Overview of the Business to be Split]

    1. Business Description

      Work communication software service business "BuddyBoard"

    2. Business Results

      Revenue of the Target Business for the fiscal year ended March 31, 2025 was approximately 27 million yen.

    3. Assets and Liabilities to be Split (as of December 31, 2025)

    Assets

    Liabilities

    Items

    Book value

    Items

    Book value

    Current assets

    9 million yen

    Current liabilities

    2 million yen

    Fixed assets

    7 million yen

    Fixed liabilities

    -

    Total

    16 million yen

    Total

    2 million yen

    Note: As of the end of April 2026, the amount is subject to change. Advance payments from group companies that act as sales agents in the target business are not included.

  4. Status after the Absorption Split

    1. Status of the Company after the Absorption Split

      There will be no changes to the Company's name, location, representative's position and name, business content capital, or fiscal year-end as a result of the Absorption Split.

    2. Overview of the Successor Company after the Absorption Split

    The name, location, representative's position and name, business content, capital, and fiscal year-end of BB after the Absorption Split are as stated above.

  5. Future Outlook

The impact of the Absorption Split on the Company's consolidated business results is not expected to be material.