Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
Absorption-type merger of a wholly owned subsidiary (simplified merger and abbreviated merger)Counterparty (target company)樹想新社株式会社
Disclosing companyWedge Holdings CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Content business
Location Koto-ku, TokyoShare capital ¥10 millionDate of incorporation 4 January 2023
Net Sales¥54 million (fiscal year ended September 2025, standalone)
Operating profit¥1.196 million (fiscal year ended September 2025, standalone)
Net income for the current fiscal year¥1.385 million (fiscal year ended September 2025, standalone)
Net assets¥20.742 million (fiscal year ended September 2025, standalone)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no 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 ratioNot applicable. This is an absorption-type merger with the Company as the surviving company, and no allocation will be made in connection with the merger.
Funding arrangementsNot applicable (no merger consideration will be paid)
Impact on Business Performance
樹想新社株式会社 is a consolidated subsidiary wholly owned by the Company, and the impact of this merger on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the merger agreement by a shareholders' meeting is not required. The Company will conduct a simplified absorption-type merger pursuant to Article 796, Paragraph 2 of the Companies Act, while 樹想新社株式会社 will conduct a short-form merger pursuant to Article 784, Paragraph 1 of the Companies Act.
Management structure after acquisitionThere will be no change to the Company's corporate name, business activities, head office location, representative, amount of capital or fiscal year-end as a result of this merger. 樹想新社株式会社 will be dissolved. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Absorption-type merger of a wholly owned subsidiary (simplified merger and abbreviated merger) |
| Counterparty name | 樹想新社株式会社 |
| Name of the Subject Company | 樹想新社株式会社 |
| Business Description of the Subject Company | Content business |
| Location of the Subject Company | Koto-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 4 January 2023 |
| Net Sales of the Subject Company | ¥54 million (fiscal year ended September 2025, standalone) |
| Operating Profit of the Subject Company | ¥1.196 million (fiscal year ended September 2025, standalone) |
| Net Income of the Subject Company | ¥1.385 million (fiscal year ended September 2025, standalone) |
| Net Assets of the Subject Company | ¥20.742 million (fiscal year ended September 2025, standalone) |
| Acquisition price | Not applicable (no new shares will be issued and 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 | Not applicable. This is an absorption-type merger with the Company as the surviving company, and no allocation will be made in connection with the merger. |
| Number of shares acquired | Not applicable (this is not an acquisition of shares, and 樹想新社株式会社 will be dissolved) |
| Voting rights ownership percentage | Before 100% (as of 31 March 2026) → after Not applicable (樹想新社株式会社 will be dissolved) |
| Funding arrangements | Not applicable (no merger consideration will be paid) |
| Impact on Business Performance | 樹想新社株式会社 is a consolidated subsidiary wholly owned by the Company, and the impact of this merger on consolidated results will be immaterial. |
| Date of board resolution | 25 August 2026 |
| Contract Date | 25 August 2026 |
| Execution Date / Effective Date | 30 September 2026 (予定) |
| Conditions Precedent to Execution | Approval of the merger agreement by a shareholders' meeting is not required. The Company will conduct a simplified absorption-type merger pursuant to Article 796, Paragraph 2 of the Companies Act, while 樹想新社株式会社 will conduct a short-form merger pursuant to Article 784, Paragraph 1 of the Companies Act. |
| Management structure after acquisition | There will be no change to the Company's corporate name, business activities, head office location, representative, amount of capital or fiscal year-end as a result of this merger. 樹想新社株式会社 will be dissolved. Employee treatment: Not disclosed. |
Items this document does not state (9)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill 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.Because 樹想新社株式会社 operates in the same industry as the Company, the merger will consolidate the chain of command and reduce operating expenses.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.