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Absorption-type company split in connection with the transition to a holding company structureCounterparty (target company)株式会社ダイブ, 株式会社ダイブローカル, 株式会社宿屋塾
Disclosing companyDive Group Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at extraordinary general meetings of shareholders of each subsidiary scheduled to be held on 23 June 2026, followed by resolutions at the boards of directors of the respective subsidiaries (only those with boards of directors), or decisions by a majority of the directors
Management structure after acquisition株式会社ダイブ is scheduled to transition to a company with a board of directors and a company with statutory auditors, with Nogata Shintaro (野方慎太郎) scheduled to be appointed representative director and president. 株式会社ダイブローカル is scheduled to transition to a company without a board of directors and a company with statutory auditors, with Yamada Daisuke (山田大輔) scheduled to be appointed representative director and president. 株式会社宿屋塾 will continue as a company without a board of directors and with statutory auditors, with Sakashita Masayuki (坂下雅行) scheduled to be appointed representative director. Nogata Shintaro (野方慎太郎) and Inagawa Shizuka (稻川静) are scheduled to concurrently hold positions at the Company.
| Item | Details |
|---|---|
| Transaction name | Absorption-type company split in connection with the transition to a holding company structure |
| Counterparty name | 株式会社ダイブ, 株式会社ダイブローカル, 株式会社宿屋塾 |
| Name of the Subject Company | 株式会社ダイブ, 株式会社ダイブローカル, 株式会社宿屋塾 |
| Impact on Business Performance | The impact on the Company's consolidated results is expected to be immaterial. |
| Date of board resolution | 15 June 2026 |
| Contract Date | 18 August 2025 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Conditions Precedent to Execution | Approval at extraordinary general meetings of shareholders of each subsidiary scheduled to be held on 23 June 2026, followed by resolutions at the boards of directors of the respective subsidiaries (only those with boards of directors), or decisions by a majority of the directors |
| Management structure after acquisition | 株式会社ダイブ is scheduled to transition to a company with a board of directors and a company with statutory auditors, with Nogata Shintaro (野方慎太郎) scheduled to be appointed representative director and president. 株式会社ダイブローカル is scheduled to transition to a company without a board of directors and a company with statutory auditors, with Yamada Daisuke (山田大輔) scheduled to be appointed representative director and president. 株式会社宿屋塾 will continue as a company without a board of directors and with statutory auditors, with Sakashita Masayuki (坂下雅行) scheduled to be appointed representative director. Nogata Shintaro (野方慎太郎) and Inagawa Shizuka (稻川静) are scheduled to concurrently hold positions at the Company. |
Items this document does not state (23)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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 purpose is to separate management in connection with the transition to a holding company structure, strengthen the governance structures and management foundations of each subsidiary, and enable each operating company to manage itself autonomously and maximize its value in the market.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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