Worth reading
70In focus
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Neutral
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Conditional
How definitive the wording is.Decision and Details
Absorption-type merger in which DAI-ICHI CUTTER KOGYO K.K. will be the surviving company and 株式会社旭陽アクアレック will be the dissolving company
Decision20 April 2026 (date of execution of the absorption-type merger agreement)
Period CoveredOn or after 1 July 2026
ImplementationScheduled for 1 July 2026 (effective date)
Going forwardOn 1 June 2026, 旭陽アクアレック is scheduled to issue 4,000 common shares, which DAI-ICHI CUTTER KOGYO K.K. will subscribe for. The absorption-type merger is scheduled to take effect on 1 July 2026. If necessary, a resolution at a shareholders meeting will be sought by the day before the effective date.
AmountMerger consideration: none; subscription price for 旭陽アクアレック common shares: ¥12,500 per share, ¥50,000,000 in total (payment scheduled for 1 June 2026)
Quantity / scale4,000 common shares of 旭陽アクアレック; 旭陽アクアレック issued shares: 1,000 (as of 30 September 2025)
Reason
DAI-ICHI CUTTER KOGYO K.K. and 株式会社旭陽アクアレック are in a wholly owned parent-subsidiary relationship.
Impact on Business Performance
Following the merger, the surviving company's assets are expected to substantially exceed its liabilities, and no event that would hinder the performance of its obligations is currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger in which DAI-ICHI CUTTER KOGYO K.K. will be the surviving company and 株式会社旭陽アクアレック will be the dissolving company |
| Decision Date | 20 April 2026 (date of execution of the absorption-type merger agreement) |
| Implementation Date | Scheduled for 1 July 2026 (effective date) |
| Period Covered | On or after 1 July 2026 |
| Amount | Merger consideration: none; subscription price for 旭陽アクアレック common shares: ¥12,500 per share, ¥50,000,000 in total (payment scheduled for 1 June 2026) |
| Quantity / scale | 4,000 common shares of 旭陽アクアレック; 旭陽アクアレック issued shares: 1,000 (as of 30 September 2025) |
| Impact on Business Performance | Following the merger, the surviving company's assets are expected to substantially exceed its liabilities, and no event that would hinder the performance of its obligations is currently anticipated. |
| Reason | DAI-ICHI CUTTER KOGYO K.K. and 株式会社旭陽アクアレック are in a wholly owned parent-subsidiary relationship. |
| Governing Rule | Article 782, paragraph 1 and Article 794, paragraph 1 of the Companies Act; Articles 182 and 191 of the Ordinance for Enforcement of the Companies Act; Article 783, paragraph 1, Article 784, paragraph 1, Article 795, paragraph 1, and Article 796, paragraphs 2 and 3 of the Companies Act |
| Future plans | On 1 June 2026, 旭陽アクアレック is scheduled to issue 4,000 common shares, which DAI-ICHI CUTTER KOGYO K.K. will subscribe for. The absorption-type merger is scheduled to take effect on 1 July 2026. If necessary, a resolution at a shareholders meeting will be sought by the day before the effective date. |
Items this document does not state (2)
Decision-Making BodyRelated previous disclosures
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 companies determined that it was appropriate not to pay merger consideration because they are in a wholly owned parent-subsidiary relationship.
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