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Absorption-type company split in questionCounterparty株式会社ハウスドゥ・ジャパン, 株式会社ハウスドゥ住宅販売
Disclosing company&Do Holdings Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition priceNo consideration paid
Type of ConsiderationNo consideration (no consideration will be paid for the rights and obligations to be transferred)
Impact on Business Performance
The impact of the absorption-type company split on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe amendments to the Articles of Incorporation are subject to the requisite resolutions at the ordinary general meeting of shareholders scheduled for 28 September 2021, while the absorption-type company split is subject, as necessary, to approval, licensing and other requirements from the relevant authorities.
Management structure after acquisitionThe Company will change its corporate name to 株式会社And Doホールディングス and engage in formulating group strategies, managing the individual operating companies, and conducting the House Leaseback business and other businesses. 株式会社ハウスドゥ・ジャパン and 株式会社ハウスドゥ住宅販売 will respectively conduct the real estate sales and purchases and remodeling businesses, and the franchise business, among others. There is no change in the representatives as stated.
| Item | Details |
|---|---|
| Transaction name | Absorption-type company split in question |
| Counterparty name | 株式会社ハウスドゥ・ジャパン, 株式会社ハウスドゥ住宅販売 |
| Acquisition price | No consideration paid |
| Type of Consideration | No consideration (no consideration will be paid for the rights and obligations to be transferred) |
| Voting rights ownership percentage | Before 100% in each successor company → after 100% in each successor company |
| Impact on Business Performance | The impact of the absorption-type company split on the Company's consolidated results is expected to be immaterial. |
| Date of board resolution | 24 August 2021 |
| Contract Date | 24 August 2021 |
| Execution Date / Effective Date | 1 January 2022 (scheduled) |
| Conditions Precedent to Execution | The amendments to the Articles of Incorporation are subject to the requisite resolutions at the ordinary general meeting of shareholders scheduled for 28 September 2021, while the absorption-type company split is subject, as necessary, to approval, licensing and other requirements from the relevant authorities. |
| Management structure after acquisition | The Company will change its corporate name to 株式会社And Doホールディングス and engage in formulating group strategies, managing the individual operating companies, and conducting the House Leaseback business and other businesses. 株式会社ハウスドゥ・ジャパン and 株式会社ハウスドゥ住宅販売 will respectively conduct the real estate sales and purchases and remodeling businesses, and the franchise business, among others. There is no change in the representatives as stated. |
Items this document does not state (21)
Name of the Subject CompanyBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender 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.The objective is to strengthen the management foundation, expand the scope of business, achieve sustainable growth, and enhance corporate value by strengthening group governance, optimizing the allocation of management resources, developing management personnel for the next generation, and building a more agile organizational structure.
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