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M&A and Subsidiary Changes2148ITmedia Inc.Information and Communications, Services and Others

Notice Regarding the Absorption-Type Merger of the Company's Wholly Owned Subsidiary (Net Vision Co., Ltd.) (Simplified Merger and Short-Form Merger)

ITmedia has decided to absorb its wholly owned subsidiary, 有限会社ネットビジョン, effective 1 October 2026. 有限会社ネットビジョン will be dissolved following the merger, and no new shares will be issued or merger consideration paid.

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This transaction

This merger
Counterparty (target company)有限会社ネットビジョン
Disclosing companyITmedia Inc.
Subject of this transactionVoting rights ownership percentage Before 100% (before the merger) (after not disclosed)
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.
This transaction
ItemDetails
Transaction nameThis 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 CompanyAcquisition, management and operation of domains
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥3 million
Date of Establishment of the Subject Company16 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 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
Voting rights ownership percentageBefore 100% (before the merger) (after not disclosed)
Impact on Business PerformanceThe impact on the consolidated results of the Group will be immaterial.
Date of board resolution27 August 2026
Contract Date27 August 2026
Execution Date / Effective Date1 October 2026 (scheduled)
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.
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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Notice Regarding the Absorption-Type Merger of the Company's Wholly Owned Subsidiary (Net Vision Co., Ltd.) (Simplified Merger and Short-Form Merger) | ITmedia Inc. (2148) timely disclosure | Komori