Komori
M&A and Subsidiary Changes3261GRANDES,Inc.Real Estate

Notice Regarding the Absorption-Type Merger Between Consolidated Subsidiaries

株式会社もりぞう, a wholly owned subsidiary of the Company, will be the surviving company in the absorption-type merger with 株式会社三愛ホーム. The business of 三愛ホーム will be transferred to もりぞう, and no changes are planned to もりぞう’s name or representative director, among other matters.

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This transaction

This merger
Counterparty株式会社もりぞう, 株式会社三愛ホーム
Disclosing companyGRANDES,Inc.
株式会社三愛ホームSubject of this transactionVoting rights ownership percentage Before 100% (for both 株式会社もりぞう and 株式会社三愛ホーム) (after not disclosed)
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

Subdivision and sale of land and spec homes, and real estate brokerage

Location Kawagoe City, Saitama PrefectureShare capital ¥80 millionDate of incorporation 1 September 1998
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other assets will be delivered in connection with this merger)
Type of ConsiderationNo consideration (no shares, cash or other assets will be delivered)
Merger ratio/share exchange ratioNot applicable (this is a merger between wholly owned subsidiaries, with no shares, cash or other assets to be delivered)
Impact on Business Performance

The impact on our consolidated results will be immaterial

Procedures and assumptions
Conditions Precedent to ExecutionApproval at the general meetings of shareholders of the companies involved in the merger (scheduled for 9 October 2026)
Management structure after acquisition株式会社もりぞう will be the surviving company and will assume all of 株式会社三愛ホーム’s business. No changes are planned to もりぞう’s name, head office location, representative’s title or name, business activities, capital or fiscal year-end. Employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社もりぞう, 株式会社三愛ホーム
Name of the Subject Company株式会社三愛ホーム
Business Description of the Subject CompanySubdivision and sale of land and spec homes, and real estate brokerage
Location of the Subject CompanyKawagoe City, Saitama Prefecture
Capital Stock of the Subject Company¥80 million
Date of Establishment of the Subject Company1 September 1998
Acquisition priceNot applicable (no shares, cash or other assets will be delivered in connection with this merger)
Type of ConsiderationNo consideration (no shares, cash or other assets will be delivered)
Merger ratio/share exchange ratioNot applicable (this is a merger between wholly owned subsidiaries, with no shares, cash or other assets to be delivered)
Voting rights ownership percentageBefore 100% (for both 株式会社もりぞう and 株式会社三愛ホーム) (after not disclosed)
Impact on Business PerformanceThe impact on our consolidated results will be immaterial
Date of board resolution7 September 2026
Contract Date7 September 2026
Execution Date / Effective Date31 October 2026 (予定)
Conditions Precedent to ExecutionApproval at the general meetings of shareholders of the companies involved in the merger (scheduled for 9 October 2026)
Management structure after acquisition株式会社もりぞう will be the surviving company and will assume all of 株式会社三愛ホーム’s business. No changes are planned to もりぞう’s name, head office location, representative’s title or name, business activities, capital or fiscal year-end. Employee treatment: not disclosed
Items this document does not state (15)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill 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.

As the restructuring of the subsidiary in the Kanto area is now on track, the purpose is to integrate the businesses, centralize the management structure, improve management efficiency and make effective use of management resources.

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Notice Regarding the Absorption-Type Merger Between Consolidated Subsidiaries | GRANDES,Inc. (3261) timely disclosure | Komori