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Statutory disclosure document2491ValueCommerce Co.,Ltd.Information and Communications, Services and Others

Statutory Advance Disclosure Document (Company Split) (xxx Co., Ltd.)

ValueCommerce will transfer its loss-making hotel management system business, “DYNA PMS,” to xxx Co., Ltd. through an absorption-type company split effective 1 January 2027. The consideration is ¥1, and the transferred assets, contracts, intellectual property, data, liabilities and 35 employees, among other items, will be assumed by xxx Co., Ltd.

Worth reading
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Scored from 0 of 6 sections
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
1
Yen (split consideration)
Wording
Conditional
How definitive the wording is.

Decision and Details

Absorption-type company split of the DYNA PMS business relating to the hotel management system (PMS)

Decision30 October 2026 (date of execution of the absorption-type company split agreement)
Period CoveredOn or after 1 January 2027. The licence to use the DYNA PMS trademark runs through 31 December 2030.
Implementation1 January 2027 (scheduled effective date; subject to change by agreement)
Going forwardThe necessary internal approvals, statutory procedures, creditor protection procedures, registrations, notifications, and approvals and licences from the relevant authorities will be obtained or completed by the effective date. The business is scheduled to be transferred on 1 January 2027.
AmountConsideration for the split: ¥1; total book value of transferred assets: ¥29,909,656; total book value of transferred liabilities: ¥9,293,555
Quantity / scale35 employees transferred, 15 items including licences, and 7 categories of transferred liabilities including advance receipts
Reason

Because the loss incurred by the business, its future outlook, the additional investment and operating expenses required for its continuation, and the assuming company’s obligations to provide services to customers were comprehensively considered. Because it does not plan to be involved in operating the business after the split.

Impact on Business Performance

The business is currently operating at a loss. It was determined that there would be no issue with the ability of the company or the assuming company to perform their obligations after the effective date. Other impacts on financial performance: Not disclosed

Decision and Details
ItemDetails
Matter CoveredAbsorption-type company split of the DYNA PMS business relating to the hotel management system (PMS)
Decision Date30 October 2026 (date of execution of the absorption-type company split agreement)
Implementation Date1 January 2027 (scheduled effective date; subject to change by agreement)
Period CoveredOn or after 1 January 2027. The licence to use the DYNA PMS trademark runs through 31 December 2030.
AmountConsideration for the split: ¥1; total book value of transferred assets: ¥29,909,656; total book value of transferred liabilities: ¥9,293,555
Quantity / scale35 employees transferred, 15 items including licences, and 7 categories of transferred liabilities including advance receipts
Impact on Business PerformanceThe business is currently operating at a loss. It was determined that there would be no issue with the ability of the company or the assuming company to perform their obligations after the effective date. Other impacts on financial performance: Not disclosed
ReasonBecause the loss incurred by the business, its future outlook, the additional investment and operating expenses required for its continuation, and the assuming company’s obligations to provide services to customers were comprehensively considered. Because it does not plan to be involved in operating the business after the split.
Governing RuleCompanies Act, Article 782, paragraph 1; Ordinance for Enforcement of the Companies Act, Article 183; Companies Act, Article 784, paragraph 2; Companies Act, Article 783, paragraph 1; Companies Act, Article 319, paragraph 1; Companies Act, Article 21, paragraph 1
Future plansThe necessary internal approvals, statutory procedures, creditor protection procedures, registrations, notifications, and approvals and licences from the relevant authorities will be obtained or completed by the effective date. The business is scheduled to be transferred on 1 January 2027.
Items this document does not state (2)
Decision-Making BodyRelated previous disclosures

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 it determined that ¥1 was appropriate after comprehensively considering the fact that the business is currently operating at a loss, its future outlook, the additional investment and operating expenses required to continue the business, and the assuming company’s obligation to provide services to customers. In addition, the consideration was paid in cash rather than shares because it does not plan to be involved in operating the business after the split.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Statutory Advance Disclosure Document (Company Split) (xxx Co., Ltd.) | ValueCommerce Co.,Ltd. (2491) timely disclosure | Komori