WellBear Advises Roize Corporation on Group Reorganization: Absorption Merger and Corporate Split

Deal Overview

Roize Corporation Co., Ltd. (headquartered in Toshima-ku, Tokyo) completed a group reorganization effective June 1, 2025. The reorganization combined two simultaneous schemes: (1) an absorption merger in which Roize Corporation absorbed its wholly-owned subsidiary Nexus Build Co., Ltd., assuming all rights and obligations of the merged entity, and (2) a corporate split in which the restaurant business previously operated by Roize Corporation was transferred to a newly established subsidiary, Roize Food Creation Co., Ltd. This was a composite reorganization executing two transaction schemes on the same date. Both the merger and the corporate split were registered on June 4, 2025. The transaction was publicly announced on June 19, 2025.

WellBear served as the advisor to Roize Corporation, providing end-to-end support for this group reorganization, from strategic design through execution. Unlike a standalone M&A transaction, this engagement required the simultaneous design and execution of business consolidation and business separation across multiple legal entities within a single corporate group. The deal tested advisory capability across scheme design precision, coordination with external professional advisors, and complex schedule management.

Deal Summary

• Client: Roize Corporation Co., Ltd.
• Scheme 1: Absorption merger of Nexus Build Co., Ltd. (wholly-owned subsidiary of Roize Corporation)
• Scheme 2: Corporate split of the restaurant business from Roize Corporation to Roize Food Creation Co., Ltd.
• Structure: Absorption Merger + Corporate Split (executed on the same effective date)
• Our Role: Advisor to Roize Corporation (strategy design through execution support)
• Announced: June 19, 2025

About the Roize Group

Roize Corporation Co., Ltd., headquartered in Toshima-ku, Tokyo, is the core company of a diversified Japanese business group. Its business portfolio spans real estate and construction as its central business, alongside food service, and HR staffing and placement. Roize Food Creation Co., Ltd. was newly established on January 29, 2025 as the entity designated to inherit the restaurant business through the corporate split. Nexus Build Co., Ltd. had long operated as a wholly-owned subsidiary of Roize Corporation, carrying out construction-related functions within the group.

Strategic Rationale

This group reorganization was deliberately designed to reallocate group resources according to business characteristics, simultaneously elevating both the specialization depth and decision-making speed of each operating domain.

The reorganization delivers three strategic outcomes. First, by reallocating group resources across operating entities, decision-making speed and operational efficiency improve materially within each business. Second, separating the restaurant business into a dedicated subsidiary, Roize Food Creation, enables management style, workforce practices, and service quality control to be tailored specifically to the hospitality industry, rather than managed alongside unrelated businesses. Third, the reorganization allows Roize Corporation itself to concentrate on its core businesses of real estate and construction, and HR staffing and placement, deepening its specialization in these areas and accelerating growth investment.

The absorption merger of Nexus Build, executed on the same effective date, consolidates construction-related functions and legal rights and obligations previously distributed across group entities into a single operating company, simplifying the group's construction operations and improving operational efficiency. In essence, this transaction executed consolidation and separation simultaneously within a single reorganization project, a structurally demanding scheme that establishes the foundation for the Roize Group's medium-to-long-term growth.

Our Role

WellBear provided end-to-end advisory support across the following four dimensions:

• Scheme Design and Evaluation: Developed the execution method and schedule required to combine absorption merger and corporate split in a single transaction. Through iterative consultation with the client, arrived at the optimal reorganization scheme
• Stakeholder Coordination: Coordinated with external professional advisors (legal counsel, tax advisors), supported the shareholders' meeting process, and prepared the documentation required for registration
• Project Management: Managed progress across the overall reorganization and its component workstreams, and coordinated creditor objection procedures
• Registration and Administrative Support: Working with judicial scriveners, supported the drafting of the merger agreement and the corporate split agreement, and managed the registration application process

A single-scheme transaction could have been handled through standardized procedures. However, a composite scheme combining an absorption merger and a corporate split on the same effective date requires schedule design, parallel coordination with multiple external professional advisors, and careful management of registration sequencing and timing. WellBear served as the client's single point of contact across the entire engagement, managing all workstreams from initial scheme design through registration completion as a unified operation.

Outlook

With this reorganization complete, the Roize Group has established a clear two-axis operating structure: Roize Corporation at the center, focused on real estate and construction alongside HR staffing and placement, and Roize Food Creation as the specialist entity for the restaurant business. Each operating company is now positioned with a management structure tailored to its own business characteristics, enabling agile growth strategy execution specific to each domain.

This entry is based on publicly available information (WellBear press release dated June 19, 2025). Non-public transaction terms are not disclosed.