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How definitive the wording is.This transaction
This mergerCounterparty (target company)有限会社ネットビジョン
Disclosing companyITmedia Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Acquisition, management and operation of domains
Location Chiyoda-ku, TokyoShare capital ¥3 millionDate of incorporation 16 April 2003
Net Sales¥0 million (fiscal year ended March 2026)
Operating profit(¥0 million) (fiscal year ended March 2026)
Net income for the current fiscal year(¥0 million) (fiscal year ended March 2026)
Net assets¥0 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo merger consideration will be paid
Type of ConsiderationNo consideration (no new shares will be issued and no merger consideration will be paid)
Merger ratio/share exchange ratioMerger ratio not stated, as this is an absorption-type merger of a wholly owned subsidiary and no new shares will be issued. Surviving company: ITmedia Inc.; dissolved company: 有限会社ネットビジョン
Impact on Business Performance
The impact on the consolidated results of the Group will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be carried out without obtaining shareholder approval, as a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the Companies Act.
Management structure after acquisitionITmedia will be the surviving company, and the target company will be dissolved. The merger will not result in any changes to ITmedia's corporate name, location, the title or name of its representative, business activities, capital or fiscal year-end. The treatment of employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 有限会社ネットビジョン |
| Name of the Subject Company | 有限会社ネットビジョン |
| Business Description of the Subject Company | Acquisition, management and operation of domains |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥3 million |
| Date of Establishment of the Subject Company | 16 April 2003 |
| Net Sales of the Subject Company | ¥0 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | (¥0 million) (fiscal year ended March 2026) |
| Net Income of the Subject Company | (¥0 million) (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥0 million (fiscal year ended March 2026) |
| Acquisition price | No merger consideration will be paid |
| Type of Consideration | No consideration (no new shares will be issued and no merger consideration will be paid) |
| Merger ratio/share exchange ratio | Merger ratio not stated, as this is an absorption-type merger of a wholly owned subsidiary and no new shares will be issued. Surviving company: ITmedia Inc.; dissolved company: 有限会社ネットビジョン |
| Voting rights ownership percentage | Before 100% (before the merger) (after not disclosed) |
| Impact on Business Performance | The impact on the consolidated results of the Group will be immaterial. |
| Date of board resolution | 27 August 2026 |
| Contract Date | 27 August 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | The merger will be carried out without obtaining shareholder approval, as a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the Companies Act. |
| Management structure after acquisition | ITmedia will be the surviving company, and the target company will be dissolved. The merger will not result in any changes to ITmedia's corporate name, location, the title or name of its representative, business activities, capital or fiscal year-end. The treatment of employees is Not disclosed. |
Items this document does not state (11)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.As regulatory deregulation concerning domain ownership has made it unnecessary for 有限会社ネットビジョン to remain in existence, the merger will integrate and streamline the Group and reduce the costs of maintaining and managing the subsidiary.
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