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Statutory disclosure document1716DAI-ICHI CUTTER KOGYO K.K.Construction and Materials

Statutory Post-Merger Disclosure Document (Merger) (株式会社旭陽アクアレック)

DAI-ICHI CUTTER KOGYO K.K. absorbed 株式会社旭陽アクアレック and, on 1 July 2026, succeeded to all of its assets, liabilities and other rights and obligations. No merger consideration was paid, and there was no increase in the surviving company's share capital or capital reserves.

Worth reading
72In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
121516155
Yen (total assets of the absorbed company as of 30 September 2025)
Wording
Definitive
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 CoveredFrom 1 July 2026 onward (effective date of the merger)
Implementation1 July 2026 (effective date; actual)
Going forwardThe registration of changes resulting from the absorption-type merger is scheduled to be completed within 14 days from 1 July 2026
AmountTotal assets of the absorbed company: ¥121,516,155; total liabilities: ¥94,665,767; total net assets: ¥26,850,388 (as of 30 September 2025)
Quantity / scale4,000 common shares scheduled to be issued and subscribed for at ¥12,500 per share (1 June 2026)
Reason

As the two companies were in a wholly owned parent-subsidiary relationship, it was determined that it was appropriate not to pay merger consideration. As the transaction qualifies as a simplified absorption-type merger, it was carried out without obtaining approval at a shareholders' meeting of the surviving company.

Decision and Details
ItemDetails
Matter CoveredAbsorption-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 Date20 April 2026 (date of execution of the absorption-type merger agreement)
Implementation Date1 July 2026 (effective date; actual)
Period CoveredFrom 1 July 2026 onward (effective date of the merger)
AmountTotal assets of the absorbed company: ¥121,516,155; total liabilities: ¥94,665,767; total net assets: ¥26,850,388 (as of 30 September 2025)
Quantity / scale4,000 common shares scheduled to be issued and subscribed for at ¥12,500 per share (1 June 2026)
ReasonAs the two companies were in a wholly owned parent-subsidiary relationship, it was determined that it was appropriate not to pay merger consideration. As the transaction qualifies as a simplified absorption-type merger, it was carried out without obtaining approval at a shareholders' meeting of the surviving company.
Governing RuleArticle 801, paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 784, paragraph 1; Article 785, paragraph 3; Article 789, paragraphs 1 and 2; Article 796, paragraphs 2 and 3; Article 799, paragraphs 1, 2 and 3; Article 782, paragraph 1; Article 783, paragraph 1; Article 794, paragraph 1; and Article 795, paragraph 1 of the Companies Act
Future plansThe registration of changes resulting from the absorption-type merger is scheduled to be completed within 14 days from 1 July 2026
Items this document does not state (3)
Decision-Making BodyImpact on Business PerformanceRelated 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.

As the two companies were in a wholly owned parent-subsidiary relationship, it was determined that it was appropriate not to pay merger consideration.

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Statutory Post-Merger Disclosure Document (Merger) (株式会社旭陽アクアレック) | DAI-ICHI CUTTER KOGYO K.K. (1716) timely disclosure | Komori