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Statutory disclosure document196AMFS,Inc.Financials (excluding banks)

Statutory Pre-Transaction Disclosure Document (Company Split) (Condominium Asset Management Co., Ltd.)

Assets, contracts, rights and obligations under employment contracts, intellectual property rights and other items related to 株式会社MFS's INVASE business will be transferred to its wholly owned subsidiary, コンドミニアム・アセットマネジメント株式会社, through an absorption-type company split. The effective date is scheduled for 1 October 2026, and no consideration will be paid by the successor company to MFS.

Worth reading
70In 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
39038
Thousands of yen (book value of the assets to be transferred as of 30 June 2025)
Wording
Conditional
How definitive the wording is.

Decision and Details

The governing bodies of Party A and Party B (specific names not disclosed)

Absorption-type company split involving 株式会社MFS's INVASE business

Decision21 July 2026 (date the absorption-type company split agreement was executed)
Period CoveredOn or after 1 October 2026 (after the effective date)
Implementation1 October 2026 (scheduled effective date; subject to change by agreement between Party A and Party B)
Going forwardBy the day before the effective date, Party A and Party B will obtain the approval of their governing bodies and make the other decisions required for this agreement and the company split. Any approvals required by law from the relevant government authorities and other bodies will also be obtained by the day before the effective date. The absorption-type company split is scheduled to take effect on 1 October 2026.
AmountBook value of assets to be transferred: ¥39,038 thousand (as of 30 June 2025); book value of liabilities to be transferred: ¥0; MFS assets: ¥2,809,226 thousand and liabilities: ¥284,644 thousand (as of 30 June 2025); successor company assets: ¥545,579 thousand and liabilities: ¥39,956 thousand (as of 30 June 2025); consideration for the split: no shares, money or other consideration
Quantity / scale3 trademarks to be transferred (registration numbers 6454930, 6454931 and 6454932); 1,019,600 common shares of MFS (third-party allotment to 全国保証)
Reason

The successor company in the absorption-type company split is MFS's wholly owned subsidiary, and MFS holds all of its issued shares. Accordingly, the successor company will not pay MFS any shares, money or other consideration.

Impact on Business Performance

No circumstances are currently anticipated that would impede either company's performance of its obligations following the split. No amount of the impact on earnings forecasts is disclosed.

Decision and Details
ItemDetails
Matter CoveredAbsorption-type company split involving 株式会社MFS's INVASE business
Decision-Making BodyThe governing bodies of Party A and Party B (specific names not disclosed)
Decision Date21 July 2026 (date the absorption-type company split agreement was executed)
Implementation Date1 October 2026 (scheduled effective date; subject to change by agreement between Party A and Party B)
Period CoveredOn or after 1 October 2026 (after the effective date)
AmountBook value of assets to be transferred: ¥39,038 thousand (as of 30 June 2025); book value of liabilities to be transferred: ¥0; MFS assets: ¥2,809,226 thousand and liabilities: ¥284,644 thousand (as of 30 June 2025); successor company assets: ¥545,579 thousand and liabilities: ¥39,956 thousand (as of 30 June 2025); consideration for the split: no shares, money or other consideration
Quantity / scale3 trademarks to be transferred (registration numbers 6454930, 6454931 and 6454932); 1,019,600 common shares of MFS (third-party allotment to 全国保証)
Impact on Business PerformanceNo circumstances are currently anticipated that would impede either company's performance of its obligations following the split. No amount of the impact on earnings forecasts is disclosed.
ReasonThe successor company in the absorption-type company split is MFS's wholly owned subsidiary, and MFS holds all of its issued shares. Accordingly, the successor company will not pay MFS any shares, money or other consideration.
Governing RuleArticle 782, paragraph 1 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act; Article 758, item 4 of the Companies Act
Related previous disclosuresCapital and business alliance agreement with 全国保証株式会社 dated 20 November 2025 (title of the prior disclosure not disclosed)
Future plansBy the day before the effective date, Party A and Party B will obtain the approval of their governing bodies and make the other decisions required for this agreement and the company split. Any approvals required by law from the relevant government authorities and other bodies will also be obtained by the day before the effective date. The absorption-type company split is scheduled to take effect on 1 October 2026.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The document states that the business will be transferred to a wholly owned subsidiary, that no shares, money or other consideration will be paid to MFS in connection with the company split, and that the performance of both companies' obligations is not expected to be impeded after the split. No management rationale for the business transfer is specified.

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Statutory Pre-Transaction Disclosure Document (Company Split) (Condominium Asset Management Co., Ltd.) | MFS,Inc. (196A) timely disclosure | Komori