World and TSI plan a March 2027 merger under Infinity United at a 1-to-0.8 ratio

World and TSI Holdings have agreed to combine under a new listed parent, Infinity United, with the joint share transfer planned for 1 March 2027. Each World share would convert into one Infinity United share, and each TSI Holdings share into 0.8 of one. Both boards approved the integration agreement and the share transfer plan on 14 October 2026, and each company filed an extraordinary report the same day.

The terms

World and TSI Holdings would become wholly owned subsidiaries of Infinity United. The planned issue is 121,858,487 ordinary shares, based on 77,139,828 World shares and 63,438,793 TSI Holdings shares in issue at 31 August 2026, excluding treasury shares of 857,631 and 6,468,430 respectively. The count can change because the number of treasury shares actually cancelled before completion is not fixed.

Size differs by accounting standard. World reported ¥284.0bn of revenue for the year to February 2026 under IFRS, and TSI Holdings ¥167.1bn of sales under Japanese standards. TSI Holdings' half-year securities report, filed the same day, lists the integration as a subsequent event and shows ¥88.9bn of sales for the six months to August.

The companies plan a 100-share trading unit. Holders of at least 100 World shares or 125 TSI Holdings shares would receive a full unit. Smaller holdings could not be sold on an exchange, but their owners can ask Infinity United to buy them.

World hired Nomura Securities and TSI Holdings hired Mizuho Securities as independent valuers. Both used market-price, comparable-company and discounted cash flow methods. The agreed 0.8 sits just above the market-price range of 0.77 to 0.78, and the other two methods span far wider bands. Neither adviser's discounted cash flow work includes synergies. Both assume a large rise in TSI Holdings' operating profit in the years to February 2027 and February 2028, from restructuring and recent acquisitions, while World's plan has no large swings.

Both advisers' fees include success fees payable on completion, which the companies say do not undermine independence. Mizuho Bank, in the same group as Mizuho Securities, lends to both companies, and Mizuho Securities says it keeps its valuation independent of that lending.

Approvals and timetable

The plan depends on both shareholder meetings and on regulatory approvals. It lapses if either meeting rejects it, if approvals are not obtained by 1 March 2027, or if the companies agree to call it off. They can also change terms or abandon the deal if an event seriously obstructs completion. World's board also put a charter amendment to its 24 December meeting. It would take effect on 28 February 2027, provided the share transfer plan is approved and still in force and the transfer has not been cancelled, and would scrap the annual-meeting record date, which World says becomes unnecessary once it has a single shareholder.

The plan caps dividends with record dates before completion at ¥36 per share for World and ¥70 for TSI Holdings.

Who runs it

Infinity United would be based in Minato ward, Tokyo, with planned capital of ¥5bn and an audit and supervisory committee structure. TSI Holdings' chief executive would become representative director and chairman, and World's president representative director and president. Seven outside directors are named, and the board chair would be an outside director now on World's board. After completion, the companies plan three intermediate holding companies: TSI, World Brands and World Solutions, with World Brands possibly renamed World.

The notice puts no figure on synergies. It says purchase accounting is expected, producing goodwill or negative goodwill in an amount not yet set, and leaves net assets and total assets of the new parent undetermined. Earlier Tokyo Brief coverage