Decision and Details
Prior disclosure concerning the absorption-type merger
Because this is a merger between a wholly owned parent and its wholly owned subsidiary. The merger will constitute a simplified merger under Article 796, Paragraph 2 of the Companies Act for the surviving company and a short-form merger under Article 784, Paragraph 1 of the Companies Act for the absorbed company.
Even after the effective date of the absorption-type merger, no event is currently anticipated that would impede the surviving company's ability to perform its obligations in light of its earnings and cash-flow position. The company has determined that it is expected to be able to perform its obligations.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure concerning the absorption-type merger |
| Decision Date | 27 August 2026 (date the absorption-type merger agreement was executed) |
| Implementation Date | 1 October 2026 (scheduled effective date) |
| Period Covered | Changes in assets and liabilities from 1 April 2026 through 30 September 2026, and the effectiveness of the merger on and after 1 October 2026 |
| Amount | As of 31 March 2026, the absorbed company's total assets were ¥796,566, total liabilities were ¥70,000, net assets were ¥726,566, and net loss for the period was ¥71,624. |
| Quantity / scale | 60 issued shares of the absorbed company |
| Impact on Business Performance | Even after the effective date of the absorption-type merger, no event is currently anticipated that would impede the surviving company's ability to perform its obligations in light of its earnings and cash-flow position. The company has determined that it is expected to be able to perform its obligations. |
| Reason | Because this is a merger between a wholly owned parent and its wholly owned subsidiary. The merger will constitute a simplified merger under Article 796, Paragraph 2 of the Companies Act for the surviving company and a short-form merger under Article 784, Paragraph 1 of the Companies Act for the absorbed company. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 782, paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2 of the Companies Act; and Article 784, paragraph 1 of the Companies Act |
| Future plans | The merger is scheduled to become effective on 1 October 2026. If any changes arise to the disclosed matters after the start date of the advance disclosure, the revised matters will be disclosed 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.As this is a merger between a wholly owned parent and its wholly owned subsidiary, no merger consideration will be delivered. Since the merger qualifies as a simplified merger and a short-form merger under the Companies Act, the procedures will be carried out without obtaining approval at a shareholders’ meeting.