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Statutory disclosure document3109SHIKIBO LTD.Materials and Chemicals

Statutory Pre-Merger Disclosure Document (Absorption-Type Merger) (株式会社シキボウ堺)

SHIKIBO LTD. entered into an agreement to absorb and merge with its wholly owned subsidiary, 株式会社シキボウ堺. The effective date is scheduled for 1 April 2027. No merger consideration will be paid, and the surviving company's stated capital and reserves will not increase.

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Decision and Details

Matters subject to prior disclosure concerning the absorption-type merger with 株式会社シキボウ堺

Decision31 August 2026 (date of execution of the absorption-type merger agreement)
Period CoveredFrom 1 April 2027 onward (from the effective date of the merger)
Implementation1 April 2027 (scheduled effective date; subject to change by agreement)
Going forwardThe absorption-type merger is scheduled to take effect on 1 April 2027. If necessary, the effective date may be changed following consultation between Party A and Party B.
Quantity / scaleSHIKIBO LTD. owns all of the issued shares of 株式会社シキボウ堺
Reason

As this is a merger between a wholly owned parent company and its wholly owned subsidiary, no merger consideration will be paid.

Impact on Business Performance

Regarding the earnings and cash flow of the surviving company after the merger, no circumstances are anticipated that would impede the performance of its obligations. The merger will not increase the surviving company's stated capital or reserves.

Decision and Details
ItemDetails
Matter CoveredMatters subject to prior disclosure concerning the absorption-type merger with 株式会社シキボウ堺
Decision Date31 August 2026 (date of execution of the absorption-type merger agreement)
Implementation Date1 April 2027 (scheduled effective date; subject to change by agreement)
Period CoveredFrom 1 April 2027 onward (from the effective date of the merger)
Quantity / scaleSHIKIBO LTD. owns all of the issued shares of 株式会社シキボウ堺
Impact on Business PerformanceRegarding the earnings and cash flow of the surviving company after the merger, no circumstances are anticipated that would impede the performance of its obligations. The merger will not increase the surviving company's stated capital or reserves.
ReasonAs this is a merger between a wholly owned parent company and its wholly owned subsidiary, no merger consideration will be paid.
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 191 of the Regulation for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act; and Article 784, Paragraph 1 of the Companies Act
Future plansThe absorption-type merger is scheduled to take effect on 1 April 2027. If necessary, the effective date may be changed following consultation between Party A and Party B.
Items this document does not state (3)
Decision-Making BodyAmountRelated 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.

As this is a merger between a wholly owned parent company and its wholly owned subsidiary, no merger consideration will be paid. It is also not anticipated that the merger will result in any circumstances that would impede the surviving company's performance of its obligations.

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Statutory Pre-Merger Disclosure Document (Absorption-Type Merger) (株式会社シキボウ堺) | SHIKIBO LTD. (3109) timely disclosure | Komori