Decision and Details
Absorption-Type Merger
Because this is a merger without consideration between a wholly owned parent company and its subsidiary. The assets of the surviving company are expected to substantially exceed its liabilities, and, based on its earnings and cash flow positions, no circumstances that would impede the performance of obligations are currently anticipated.
The amount of the impact of this merger on financial results has not been disclosed. As of the present time, no circumstances that would impede the performance of obligations are expected to arise after the effective date.
| Item | Details |
|---|---|
| Matter Covered | Absorption-Type Merger |
| Decision Date | 6 August 2026 (date of execution of the merger agreement) |
| Implementation Date | 1 October 2026 (scheduled effective date) |
| Amount | Merger consideration: none; total assets of ＳＷテクノ as of 31 March 2026: ¥130,298,731; total liabilities: ¥11,132,012; total net assets: ¥119,166,719 |
| Quantity / scale | Number of shares issued by ＳＷテクノ: 200 shares; merger structure: an absorption-type merger in which WATANABE SATO CO.,LTD. is the surviving company and ＳＷテクノ株式会社 is the absorbed company |
| Impact on Business Performance | The amount of the impact of this merger on financial results has not been disclosed. As of the present time, no circumstances that would impede the performance of obligations are expected to arise after the effective date. |
| Reason | Because this is a merger without consideration between a wholly owned parent company and its subsidiary. The assets of the surviving company are expected to substantially exceed its liabilities, and, based on its earnings and cash flow positions, no circumstances that would impede the performance of obligations are currently anticipated. |
| 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; Financial Instruments and Exchange Act |
| Future plans | The merger is scheduled to take effect on 1 October 2026. If any changes occur to the disclosed information after the start date of the advance disclosure period, the revised information 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 document states that this is a merger between a wholly owned parent company and its subsidiary, and that the assets of the surviving company are expected to substantially exceed its liabilities, with no circumstances currently anticipated that would impede the performance of its obligations.