WOWOW is not merely extending its content partnership with NTT Docomo. It is setting up a structure that would put WOWOW in control of a new company holding Lemino, Docomo’s streaming business, while also making Docomo a direct shareholder in WOWOW through a parallel share allotment.
| Step | What happens | Timing or terms |
|---|---|---|
| Create vehicle | WOWOW incorporates a new company for the streaming business, initially 100% owned by WOWOW | Planned June 17, capital ¥100 |
| Transfer Lemino | NTT Docomo transfers Lemino into the new company via an absorption-type split and receives new company shares | Split contract planned in July, effective Oct. 1 |
| Shift control | WOWOW acquires 51% of the new company from NTT Docomo, leaving Docomo with 49% | Planned Oct. 1 |
| Parallel WOWOW equity issue | WOWOW issues 815,800 new shares to NTT Docomo to fund Lemino growth investment | Payment planned Oct. 1, issue price ¥1,031, gross proceeds ¥841,089,800 |
The mechanics are more elaborate than a standard alliance, but the direction is simple. WOWOW plans to incorporate a new company on June 17, initially owning 100% of it. NTT Docomo will then transfer Lemino into that vehicle via an absorption-type split, taking newly issued shares in the company as consideration. After that, WOWOW will buy 51% of the new company’s shares from Docomo, leaving Docomo with 49% and turning the vehicle into a joint venture from October 1, when the business is scheduled to start operating.
The disclosure adds a useful number to that structure. For the split itself, Docomo is due to receive 225,739,699 shares in the new company as consideration, valued in the notice at an amount equivalent to ¥22.6bn as of June 15, though that figure is subject to contractual price adjustment and can change. WOWOW also says the business being moved over generated ¥20,703mn of sales in the year to March 2026. What the filing does not yet pin down are the assets and liabilities that will move with Lemino. Those will be calculated from the balance sheet immediately before the split takes effect.
The equity leg sits alongside, not inside, the joint venture. WOWOW will issue 815,800 new shares to NTT Docomo with payment planned for October 1, raising ¥841,089,800 gross and about ¥832,089,800 net after estimated expenses. The company says those proceeds are not for buying the 51% stake in the new venture, that purchase is to be funded with WOWOW’s own cash. Instead, the new-money raise is earmarked for Lemino growth investment from October through the end of March 2027, specifically content procurement and marketing to win and retain members.
That makes the transaction less like a single sale and more like a four-part rigging job. First, create the vehicle. Second, drop Lemino into it. Third, shift control of the vehicle to WOWOW. Fourth, give Docomo a direct equity link into WOWOW itself. The share issue is also tightly conditioned: Docomo’s payment is contingent on the joint business agreement and share transfer agreement remaining in force, the share transfer being completed, and the absorption split contract, planned for July, being signed and effective.
The chronology matters because the disclosure arrived in stages. WOWOW’s board approved the alliance on June 15 and the parties signed the joint business, share transfer and underwriting agreements that day. WOWOW says the securities registration statement for the allotment was submitted on June 16 because Docomo’s board approval finished after the filing cut-off on June 15, so the public notice followed as soon as the filing could be made. In a same-day extraordinary report, WOWOW said the split decision and share transfer agreement qualify as events that could have a significant effect on the group’s financial position, results and cash flow.
What remains uncertain is important. Neither the main tie-up notice nor the share-issuance disclosure gives investors a synergy target or a full, final deal valuation. The split consideration can move, the transferred balance sheet is still unpriced, and WOWOW’s main transaction notice says the overall effect on results in the fiscal year ending March 2027 is still being assessed. Still, the structure tells its own story. If the steps close on schedule, Lemino will sit in a company WOWOW controls, while Docomo will be both its 49% partner inside the venture and a fresh shareholder in WOWOW outside it.