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
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.
| 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 | 1 July 2026 (effective date; actual) |
| Period Covered | From 1 July 2026 onward (effective date of the merger) |
| Amount | Total 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 / scale | 4,000 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. |
| Governing Rule | Article 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 plans | The 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)
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.