Decision and Details
Ishin Co.,Ltd.'s 21st Annual General Meeting of Shareholders (approval of this merger agreement). OK Junction Co., Ltd. will carry out the merger as a short-form merger without obtaining approval at a shareholders' meeting.Prior disclosure concerning the absorption-type merger
The merger is between a wholly owned parent company and its wholly owned subsidiary. Because the surviving company will incur a loss on the merger, the simplified merger procedure cannot be used, and approval has been obtained at a shareholders' meeting.
The surviving company will incur a loss on the merger, but the amount is immaterial relative to the surviving company's net assets. No event that would interfere with the performance of obligations after the merger is currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure concerning the absorption-type merger |
| Decision-Making Body | Ishin Co.,Ltd.'s 21st Annual General Meeting of Shareholders (approval of this merger agreement). OK Junction Co., Ltd. will carry out the merger as a short-form merger without obtaining approval at a shareholders' meeting. |
| Decision Date | 22 May 2026 (date the absorption-type merger agreement was executed); 26 June 2026 (date approved at the surviving company's shareholders' meeting) |
| Implementation Date | 1 October 2026 (scheduled; effective date of the merger) |
| Period Covered | From 1 October 2026 onward |
| Amount | Merger consideration: none. Total assets of OK Junction Co., Ltd. in its most recent fiscal year: ¥4.241 million; total liabilities: ¥4.682 million; total net assets: negative ¥440 thousand; net loss: negative ¥645 thousand |
| Quantity / scale | Absorption-type merger between a wholly owned parent company and its wholly owned subsidiary. 100 issued common shares of OK Junction Co., Ltd. |
| Impact on Business Performance | The surviving company will incur a loss on the merger, but the amount is immaterial relative to the surviving company's net assets. No event that would interfere with the performance of obligations after the merger is currently anticipated. |
| Reason | The merger is between a wholly owned parent company and its wholly owned subsidiary. Because the surviving company will incur a loss on the merger, the simplified merger procedure cannot be used, and approval has been obtained at a shareholders' meeting. |
| Governing Rule | Companies Act, Article 782, paragraph 1; Article 784, paragraph 1; Article 794, paragraph 1; Article 795, paragraph 1 and paragraph 2, item 1; Article 796, paragraph 2 proviso; Companies Act Enforcement Regulations, Articles 182 and 191 |
| Future plans | The merger is scheduled to take effect on 1 October 2026. If any change occurs in the disclosed matters after the date on which the documents are made available for inspection, the revised contents will be disclosed immediately. |
Items this document does not state (1)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The merger is between a wholly owned parent company and its wholly owned subsidiary. Ishin Co.,Ltd. explained that the surviving company will incur a loss on the merger, but the amount is immaterial relative to net assets, and no event that would interfere with the performance of obligations after the merger is currently anticipated.