Decision and Details
Prior disclosure relating to the absorption-type merger
As this is a merger between a wholly owned parent and subsidiary, no merger consideration will be delivered. No other business rationale is disclosed.
After the effective date, the surviving company's assets are expected to substantially exceed its liabilities, and based on its earnings and cash flow position, no circumstances that would interfere with the performance of its obligations are currently anticipated. No amount of the impact on financial results is disclosed.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure relating to the absorption-type merger |
| Decision Date | 1 April 2026 (date the merger agreement was executed) |
| Implementation Date | 1 June 2026 (scheduled effective date) |
| Amount | Merger consideration: none. Total assets of あすなろ道路 as of 31 March 2025: ¥1,115,332,712; total liabilities: ¥185,421,281; total net assets: ¥929,911,431 |
| Quantity / scale | Issued shares of あすなろ道路: 400,000 shares |
| Impact on Business Performance | After the effective date, the surviving company's assets are expected to substantially exceed its liabilities, and based on its earnings and cash flow position, no circumstances that would interfere with the performance of its obligations are currently anticipated. No amount of the impact on financial results is disclosed. |
| Reason | As this is a merger between a wholly owned parent and subsidiary, no merger consideration will be delivered. No other business rationale is disclosed. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2 of the Companies Act; Article 784, paragraph 1 of the Companies Act; EDINET, the electronic disclosure system for disclosure documents such as securities reports under the Financial Instruments and Exchange Act |
| Future plans | The merger will take effect on 1 June 2026. If any changes arise in the disclosed matters after the start date of the prior disclosure, the revised matters will be disclosed immediately. |
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.The disclosure states that this is an absorption merger between a wholly owned parent and subsidiary and that it qualifies as both a simplified merger and an abbreviated merger under the Companies Act. No business rationale for the merger is disclosed.