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Occurring Fact2449PRAP Japan,Inc.Information and Communications, Services and Others

Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (株式会社プレシジョンマーケティング) and Recognition of an Extraordinary Loss (Loss on Retirement of Shares Held in Merger)

PRAP Japan,Inc. decided to absorb its wholly owned subsidiary 株式会社プレシジョンマーケティング in a merger effective 1 December 2026 and entered into a merger agreement. An extraordinary loss is expected to arise in the non-consolidated financial statements in connection with the merger, but the amount has not been determined. There will be no impact on consolidated profit or loss.

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Absorption-type merger of a wholly owned subsidiary (株式会社プレシジョンマーケティング) and recognition of an extraordinary loss (loss on extinguishment of shares in the merger)

Subject Entity

株式会社プラップジャパン (surviving company in the absorption-type merger), 株式会社プレシジョンマーケティング (absorbed company)

Target Locations / Products

Digital marketing business of 株式会社プレシジョンマーケティング

Occurrence25 September 2026 (date of approval and execution of the merger agreement; merger effective date scheduled for 1 December 2026)
This disclosure09/25/2026
Cause

To improve the efficiency of group management, accelerate the development and provision of services that respond to changes in the communications environment, and strengthen coordination between PR and digital marketing

Amount of Impact on Business Performance

Amount not determined. The company expects to recognize a loss on extinguishment of shares in the merger as an extraordinary loss in its non-consolidated financial statements. The loss will be eliminated in the consolidated financial statements and will have no impact on consolidated profit or loss.

Impact on Earnings Forecast

There will be no impact on consolidated profit or loss. No revision to the earnings forecast is stated.

Related procedures

Type

Absorption-type merger procedure subject to approval at an annual general meeting of shareholders under the Companies Act

Outlook

The merger will be completed on 1 December 2026, subject to approval at the annual general meeting of shareholders on 26 November 2026. The company will promptly announce the amount of the loss on extinguishment of shares in the merger once it is determined.

Planned follow-up disclosure

The company will promptly announce the amount once it is determined.

Event that occurred
ItemDetails
Event nameAbsorption-type merger of a wholly owned subsidiary (株式会社プレシジョンマーケティング) and recognition of an extraordinary loss (loss on extinguishment of shares in the merger)
Date of occurrence25 September 2026 (date of approval and execution of the merger agreement; merger effective date scheduled for 1 December 2026)
Subject Entity株式会社プラップジャパン (surviving company in the absorption-type merger), 株式会社プレシジョンマーケティング (absorbed company)
Target Locations / ProductsDigital marketing business of 株式会社プレシジョンマーケティング
CauseTo improve the efficiency of group management, accelerate the development and provision of services that respond to changes in the communications environment, and strengthen coordination between PR and digital marketing
Amount of Impact on Business PerformanceAmount not determined. The company expects to recognize a loss on extinguishment of shares in the merger as an extraordinary loss in its non-consolidated financial statements. The loss will be eliminated in the consolidated financial statements and will have no impact on consolidated profit or loss.
Impact on Earnings ForecastThere will be no impact on consolidated profit or loss. No revision to the earnings forecast is stated.
Type of litigation or proceedingAbsorption-type merger procedure subject to approval at an annual general meeting of shareholders under the Companies Act
OutlookThe merger will be completed on 1 December 2026, subject to approval at the annual general meeting of shareholders on 26 November 2026. The company will promptly announce the amount of the loss on extinguishment of shares in the merger once it is determined.
Planned follow-up disclosureThe company will promptly announce the amount once it is determined.
Items this document does not state (15)
Date recognized / date notice receivedAccounting period in which recognizedCourt or authorityPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateInvestigation structureMeasures to prevent recurrenceDirectors' and officers' liabilityVoting rights ownership percentage before the changeVoting rights ownership percentage after the change

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.

To improve the efficiency of group management, accelerate the development and provision of services that respond to changes in the communications environment, and strengthen coordination between PR and digital marketing.

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Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (株式会社プレシジョンマーケティング) and Recognition of an Extraordinary Loss (Loss on Retirement of Shares Held in Merger) | PRAP Japan,Inc. (2449) timely disclosure | Komori