Decision and Details
Advance disclosure matters relating to the absorption-type merger
Because ウェルネオシュガー owns all of 東洋精糖’s issued shares. No event has occurred that would materially affect 東洋精糖’s financial or management condition, or other related matters.
No circumstances that would impede the performance of liabilities are currently expected in the financial condition following the merger, and no difficulty is expected in performing the liabilities.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters relating to the absorption-type merger |
| Decision Date | 22 May 2026 (date the merger agreement was executed) |
| Implementation Date | 1 October 2026 (scheduled; effective date) |
| Period Covered | From 1 October 2026 onward (following the effective date) |
| Amount | Year-end balance of the short-term loan from 東洋精糖 to ウェルネオシュガー: ¥1,500 million |
| Quantity / scale | All issued shares of 東洋精糖 and all of 東洋精糖’s employees |
| Impact on Business Performance | No circumstances that would impede the performance of liabilities are currently expected in the financial condition following the merger, and no difficulty is expected in performing the liabilities. |
| Reason | Because ウェルネオシュガー owns all of 東洋精糖’s issued shares. No event has occurred that would materially affect 東洋精糖’s financial or management condition, or other related matters. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; and Article 784, paragraph 1 of the Companies Act |
| Future plans | ウェルネオシュガー will obtain resolutions approving the merger agreement and other matters at a shareholders’ meeting by the day before the effective date. The merger is scheduled to become effective on 1 October 2026. If any matter changes, the change will be added to this document immediately. |
Items this document does not state (2)
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.Because ウェルネオシュガー owns all of 東洋精糖’s issued shares, it was determined that no consideration should be issued. Following the merger, the surviving company’s assets are expected to continue to sufficiently exceed its liabilities, and no difficulty is expected in performing its obligations.