Announcement on Absorption-Type Merger (Simplified/Short-Form Merger) of Wholly Owned Subsidiary Yamaha Motor Power Products Co., Ltd. and Debt Waiver
June 30, 2026
IWATA, June 30, 2026 - Yamaha Motor Co., Ltd. (Tokyo: 7272) has announced that it has concurrently adopted resolutions to execute an absorption-type merger with the wholly owned subsidiary Yamaha Motor Powered Products Co., Ltd., (hereinafter referred to as "YMPC") and to waive a part of its receivables from YMPC at the meeting of the board of directors held on June 30, 2026.
This merger constitutes a simplified absorption type subject to a wholly owned subsidiary, and the disclosed items and descriptions are partially eliminated.
1. Purposes of Merger
The Company restrengthened the competitiveness of the core businesses on a group-wide basis while showing the business portfolio strategy in the new medium-term management plan, which was released in February 2025. To immediately respond to recent changes in the market environment, we consider it necessary to strengthen business competitiveness through a more flexible allocation of management resources.
In that context, the Company advanced the structural reform, including the partial transfer of the powered products business of YMPC to the third party in July 2024 and the transfer of control of the golf and land car business function from YMPC to the Company in January 2025. Looking ahead to strengthening the business foundation of the core motorcycle and marine businesses and the LSM (Low Speed Mobility) business, one of our strategic businesses, as a part of this reform, we decided to execute the absorption-type merger of YMPC.
The Company will strengthen the system in our core domains, such as the core strategic businesses by executing a merger with YMPC, which is now mainly engaged in the production of golf and land cars, and optimally allocating management resources of YMPC, such as human resources, sites, and equipment on a group wide basis.
2. Summary of Merger
(1) Schedule of merger
Meeting of the board of directors to approve a resolution on the merger: June 30, 2026
Date of merger agreement: June 30, 2026
Effective date: January 1, 2027
*The merger constitutes a simplified process under Article 796, Paragraph 2, of the Companies Act for the Company and a short-form merger under Article 784, Paragraph 1, of the Companies Act for YMPC, respectively, and both companies will not hold a general meeting of shareholders for approval of the merger agreement.
(2) Method of merger
This is an absorption-type merger with the Company as the surviving company, and YMPC will dissolve on the effective date.
YMPC would incur a loss on extinguishment of tie-in shares when the merger is executed, so we will waive a part of the receivables from YMPC to eliminate the loss on extinguishment of tie-in shares before the merger.
(3) Description of allotment related to the merger
YMPC is a wholly owned subsidiary of the Company, and there are no shares or other properties to be allotted as a result of the merger.
(4) Stock acquisition rights and bonds with stock acquisition rights to be issued as a result of the merger
Not applicable.
3. Overview of Constituent Companies(As of December 31, 2025)
4. Post-Merger Status
The merger would make no change in the name, location, position/name of representative, business activities, share capital, or the end of fiscal year of the Company.
5. Future Prospects
The merger is one with the wholly owned subsidiary of the Company, and it has an insignificant impact on our consolidated business results.
This merger constitutes a simplified absorption type subject to a wholly owned subsidiary, and the disclosed items and descriptions are partially eliminated.
1. Purposes of Merger
The Company restrengthened the competitiveness of the core businesses on a group-wide basis while showing the business portfolio strategy in the new medium-term management plan, which was released in February 2025. To immediately respond to recent changes in the market environment, we consider it necessary to strengthen business competitiveness through a more flexible allocation of management resources.
In that context, the Company advanced the structural reform, including the partial transfer of the powered products business of YMPC to the third party in July 2024 and the transfer of control of the golf and land car business function from YMPC to the Company in January 2025. Looking ahead to strengthening the business foundation of the core motorcycle and marine businesses and the LSM (Low Speed Mobility) business, one of our strategic businesses, as a part of this reform, we decided to execute the absorption-type merger of YMPC.
The Company will strengthen the system in our core domains, such as the core strategic businesses by executing a merger with YMPC, which is now mainly engaged in the production of golf and land cars, and optimally allocating management resources of YMPC, such as human resources, sites, and equipment on a group wide basis.
2. Summary of Merger
(1) Schedule of merger
Meeting of the board of directors to approve a resolution on the merger: June 30, 2026
Date of merger agreement: June 30, 2026
Effective date: January 1, 2027
*The merger constitutes a simplified process under Article 796, Paragraph 2, of the Companies Act for the Company and a short-form merger under Article 784, Paragraph 1, of the Companies Act for YMPC, respectively, and both companies will not hold a general meeting of shareholders for approval of the merger agreement.
(2) Method of merger
This is an absorption-type merger with the Company as the surviving company, and YMPC will dissolve on the effective date.
YMPC would incur a loss on extinguishment of tie-in shares when the merger is executed, so we will waive a part of the receivables from YMPC to eliminate the loss on extinguishment of tie-in shares before the merger.
(3) Description of allotment related to the merger
YMPC is a wholly owned subsidiary of the Company, and there are no shares or other properties to be allotted as a result of the merger.
(4) Stock acquisition rights and bonds with stock acquisition rights to be issued as a result of the merger
Not applicable.
3. Overview of Constituent Companies(As of December 31, 2025)
4. Post-Merger Status
The merger would make no change in the name, location, position/name of representative, business activities, share capital, or the end of fiscal year of the Company.
5. Future Prospects
The merger is one with the wholly owned subsidiary of the Company, and it has an insignificant impact on our consolidated business results.
