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M&A and Subsidiary Changes3467Agratio urban design Inc.Real Estate

Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (Simplified Merger / Abbreviated Merger)

アグレ都市デザイン株式会社 will absorb 株式会社ホーユーコーポレーション, its wholly owned subsidiary, and ホーユー社 will be dissolved. In connection with this merger, 株式会社多摩建設, which is wholly owned by ホーユー社, will become a wholly owned subsidiary of アグレ都市デザイン株式会社.

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This transaction

This merger
Counterparty (target company)株式会社ホーユーコーポレーション
Disclosing companyAgratio urban design Inc.
Subject of this transactionVoting rights ownership percentage Before 100% (アグレ都市デザイン株式会社) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Real estate leasing

Location Musashino City, TokyoShare capital ¥30 million (as of 30 September 2025)Date of incorporation 27 April 1972
Net Sales¥345.352 million (fiscal year ended September 2025)
Operating profit¥10.071 million (fiscal year ended September 2025)
Net income for the current fiscal year¥15.367 million (fiscal year ended September 2025)
Net assets¥702.497 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNo shares or other monetary consideration will be allotted.
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allocated)
Impact on Business Performance

As this is an absorption-type merger with a wholly owned subsidiary, the impact on the Company's consolidated results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionScheduled to be carried out without shareholder meeting approval procedures (simplified merger and short-form merger)
Management structure after acquisitionThere will be no changes to the Company's name, location, titles and names of its representative, business activities, capital or fiscal year-end as a result of this merger. ホーユー社 will be dissolved, and 株式会社多摩建設 will become a wholly owned subsidiary of the Company. Employee treatment: Not disclosed.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社ホーユーコーポレーション
Name of the Subject Company株式会社ホーユーコーポレーション
Business Description of the Subject CompanyReal estate leasing
Location of the Subject CompanyMusashino City, Tokyo
Capital Stock of the Subject Company¥30 million (as of 30 September 2025)
Date of Establishment of the Subject Company27 April 1972
Net Sales of the Subject Company¥345.352 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥10.071 million (fiscal year ended September 2025)
Net Income of the Subject Company¥15.367 million (fiscal year ended September 2025)
Net Assets of the Subject Company¥702.497 million (fiscal year ended September 2025)
Acquisition priceNo shares or other monetary consideration will be allotted.
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allocated)
Voting rights ownership percentageBefore 100% (アグレ都市デザイン株式会社) (after not disclosed)
Impact on Business PerformanceAs this is an absorption-type merger with a wholly owned subsidiary, the impact on the Company's consolidated results will be immaterial.
Date of board resolution17 July 2026
Contract Date28 August 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionScheduled to be carried out without shareholder meeting approval procedures (simplified merger and short-form merger)
Management structure after acquisitionThere will be no changes to the Company's name, location, titles and names of its representative, business activities, capital or fiscal year-end as a result of this merger. ホーユー社 will be dissolved, and 株式会社多摩建設 will become a wholly owned subsidiary of the Company. Employee treatment: Not disclosed.
Items this document does not state (12)
Expenses 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.

To streamline the organization and businesses and improve the efficiency of management resources held by the Group as a whole.

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Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (Simplified Merger / Abbreviated Merger) | Agratio urban design Inc. (3467) timely disclosure | Komori