Sapporo Holdings Limited
Notice Regarding Absorption-Type Merger of a Wholly Owned Subsidiary (Simplified and Short-Form Merger), Trade Name Change, and Partial Amendment of Articles of Incorporation
Sapporo Holdings Limited has resolved to absorb its wholly owned subsidiary, Sapporo Breweries Limited, through an absorption-type merger and to change its trade name to "Sapporo Breweries Limited" with the effective date of July 1, 2026.
Key Figures
- Merger Type: Simplified Merger / Short-Form Merger
- Net Sales of the Business Subject to the Merger: 267,733 million yen
- Effective Date: 2026-07-01
- Surviving Company: Sapporo Holdings Limited
- Impact on Consolidated Financial Results: Minimal
AI要約
Overview of the Corporate Restructuring
Sapporo Holdings Limited will execute an absorption-type merger with its wholly owned subsidiary, Sapporo Breweries Limited, as the surviving company, and Sapporo Breweries Limited as the dissolved company effective July 1, 2026. This merger qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act for our company, and as a short-form merger under Article 784, Paragraph 1 for Sapporo Breweries Limited. The merger agreement was signed on December 24, 2025, and the proposal for partial amendment of the Articles of Incorporation, including the trade name change, will be submitted to the Annual General Meeting of Shareholders scheduled for March 2026. There will be no allocation of shares or other monetary consideration in connection with the merger.
Purpose and Background of the Restructuring
The Sapporo Group transitioned to a pure holding company structure in July 2003, promoting autonomous and speedy management and profitability improvement in each business. In light of changes in domestic and international social and market environments, and to realize sustainable growth marking its 150th anniversary in 2026, the group has determined that further profitability improvement and concentration of dispersed management resources are necessary. Under the new structure, the group will shift to a business holding company system focusing its management resources on the core domestic and overseas alcoholic beverage businesses and growth areas, aiming to enhance management efficiency, strengthen governance, and accelerate management speed. The group will also continue investing in human capital and strengthen talent development domestically and internationally.
Impact on Shareholders and Investors
Since the merger is with a wholly owned subsidiary, the impact on the Group’s consolidated financial results is expected to be minimal. There will be no share allocation due to the merger, and no change to the capital structure. Following the trade name change, the company will transition from a pure holding company to a business holding company, smoothly inheriting the business activities of Sapporo Breweries Limited, the group’s core. The effective date is contingent upon approval of the partial amendment of the Articles of Incorporation at the Annual General Meeting of Shareholders in March 2026.