HUMAN MADE Inc. (TSE Growth: 456A) told the Tokyo Stock Exchange that its board resolved on September 11, 2026 to acquire all 240 shares, and all voting rights, of UNDERCOVER, and that it signed the share transfer agreement with UNDERCOVER's individual shareholders the same day. The sellers are UNDERCOVER's representative director, who holds 80% of the company, and a second individual shareholder holding the remaining 20%.
The price is ¥538mn for the shares plus ¥16mn in advisory costs, for a total of roughly ¥554mn. HUMAN MADE says the entire amount will come from cash on hand, which stood at ¥10.4bn at the end of July 2026, and that no external financing is required.
| Item | Detail |
|---|---|
| Shares acquired | 240 shares, 100% of voting rights |
| Purchase price | ¥538mn for shares plus ¥16mn advisory costs, ¥554mn total |
| Funding | Cash on hand (¥10.4bn at end-July 2026); no financing required |
| Sellers | Representative director (80% stake) and a second individual shareholder (20% stake) |
| Agreement date | September 11, 2026 |
| Planned closing | February 2027 |
| Consolidation start | First quarter of the fiscal year ending January 2028 |
| Estimated goodwill | ¥200-300mn, limited amortization impact expected |
| Five-year management goal | Sales of about ¥5bn (range ¥4.5-5.5bn); operating margin of about 20% |
UNDERCOVER, founded in September 1994 with ¥12mn in capital and based in Shibuya, designs, makes and sells menswear, womenswear and accessories. In the year to June 2026 its sales were ¥3.59bn, operating profit ¥65mn and net income ¥37mn, little changed from ¥3.69bn in sales and ¥127mn in operating profit two fiscal years earlier.
Under the new structure, the representative director will leave day-to-day management and continue as head designer, while HUMAN MADE runs the business and the two companies share back-office functions. The stated plan is to shift UNDERCOVER's stores from a department-store-centered footprint to directly operated locations, move its e-commerce from mall marketplaces to its own site, and review its overseas wholesale partners. Closing is planned for February 2027, with UNDERCOVER becoming a consolidated subsidiary from the first quarter of the fiscal year ending January 2028. HUMAN MADE estimates goodwill of ¥200-300mn with limited earnings impact from amortization, and expects the deal's effect on its own results for the year ending January 2027 to be minor.
As a management goal rather than a guaranteed forecast, HUMAN MADE has set a five-year target of roughly ¥5bn in UNDERCOVER sales and about a 20% operating margin, contingent on the planned channel and cost overhaul playing out as intended.