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How definitive the wording is.This transaction
This mergerCounterparty (target company)TakaTrade株式会社
Disclosing companyPostPrime Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Operation of the commodity CFD trading platform “TakaTrade”
Location Minato-ku, TokyoShare capital ¥400 millionDate of incorporation 1 October 2024
Net Sales¥16.472 million (fiscal year ended May 2026)
Operating profitOperating loss of ¥250.123 million (fiscal year ended May 2026)
Net income for the current fiscal yearNet loss of ¥265.141 million (fiscal year ended May 2026)
Net assetsNet assets of ¥416.023 million (fiscal year ended May 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares or other consideration will be delivered)
Type of ConsiderationNo consideration (no shares or other consideration will be delivered)
Merger ratio/share exchange ratioNot applicable (no consideration, including shares or other consideration, will be delivered). PostPrime株式会社 will be the surviving company in the absorption-type merger, and TakaTrade株式会社 will be the absorbed company.
Amount of extraordinary income (loss)A loss on extinguishment of shares held in the absorbed company is expected to be recognized, but the amount is currently under review. The quarter in which it will be recognized is Not disclosed
Impact on Business Performance
The direct impact of the merger on the Company’s consolidated results is expected to be immaterial. The Company expects to recognize a loss on extinguishment of shares held in the absorbed company in its non-consolidated financial statements, but the amount is currently under review.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the general meeting of shareholders convened to approve the absorption-type merger agreement. The proposal was approved at the 7th Annual General Meeting of Shareholders held on 26 August 2026.
Management structure after acquisitionTakaTrade will be dissolved as of the effective date. The merger will not change the Company’s name, location, title or name of its representative, business activities, capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | TakaTrade株式会社 |
| Name of the Subject Company | TakaTrade株式会社 |
| Business Description of the Subject Company | Operation of the commodity CFD trading platform “TakaTrade” |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥400 million |
| Date of Establishment of the Subject Company | 1 October 2024 |
| Net Sales of the Subject Company | ¥16.472 million (fiscal year ended May 2026) |
| Operating Profit of the Subject Company | Operating loss of ¥250.123 million (fiscal year ended May 2026) |
| Net Income of the Subject Company | Net loss of ¥265.141 million (fiscal year ended May 2026) |
| Net Assets of the Subject Company | Net assets of ¥416.023 million (fiscal year ended May 2026) |
| Acquisition price | Not applicable (no shares or other consideration will be delivered) |
| Type of Consideration | No consideration (no shares or other consideration will be delivered) |
| Merger ratio/share exchange ratio | Not applicable (no consideration, including shares or other consideration, will be delivered). PostPrime株式会社 will be the surviving company in the absorption-type merger, and TakaTrade株式会社 will be the absorbed company. |
| Voting rights ownership percentage | Before 100.00％ (after not disclosed) |
| Amount of extraordinary income (loss) | A loss on extinguishment of shares held in the absorbed company is expected to be recognized, but the amount is currently under review. The quarter in which it will be recognized is Not disclosed |
| Impact on Business Performance | The direct impact of the merger on the Company’s consolidated results is expected to be immaterial. The Company expects to recognize a loss on extinguishment of shares held in the absorbed company in its non-consolidated financial statements, but the amount is currently under review. |
| Date of board resolution | 23 July 2026 |
| Contract Date | 23 July 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Conditions Precedent to Execution | Approval at the general meeting of shareholders convened to approve the absorption-type merger agreement. The proposal was approved at the 7th Annual General Meeting of Shareholders held on 26 August 2026. |
| Management structure after acquisition | TakaTrade will be dissolved as of the effective date. The merger will not change the Company’s name, location, title or name of its representative, business activities, capital or fiscal year-end. |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountValuation methodologyIndependent valuation institutionSpecial Committee
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.In light of the planned withdrawal from the commodity CFD platform business operated by TakaTrade by the end of September 2026, the Company determined that an intra-group restructuring was the optimal course after considering the more efficient allocation of management resources and efficient business operations.
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