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Definitive
How definitive the wording is.This transaction
This business integrationCounterparty株式会社エスクリ
Disclosing companyTKP Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Bridal business (wedding production, wedding attire and restaurant operations)
Location 4F, Ginza YOMIKO Building, 1-8-14 Ginza, Chuo-ku, TokyoShare capital ¥30 million
Procedures and assumptions
Conditions Precedent to ExecutionApproval at 株式会社エスクリ’s extraordinary shareholders meeting and class shareholders meeting for the Class A shares, as well as at 株式会社ノバレーゼ’s annual shareholders meeting
Management structure after acquisitionFollowing the merger, the surviving company’s corporate name will be changed to ON THE PAGE,Inc. (English name). The representative will be Hiroki Ogino (荻野 洋基), Representative Director and President. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This business integration |
| Counterparty name | 株式会社エスクリ |
| Name of the Subject Company | 株式会社ノバレーゼ |
| Business Description of the Subject Company | Bridal business (wedding production, wedding attire and restaurant operations) |
| Location of the Subject Company | 4F, Ginza YOMIKO Building, 1-8-14 Ginza, Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥30 million |
| Date of board resolution | 13 February 2026 |
| Execution Date / Effective Date | 1 April 2026 (Wednesday) |
| Conditions Precedent to Execution | Approval at 株式会社エスクリ’s extraordinary shareholders meeting and class shareholders meeting for the Class A shares, as well as at 株式会社ノバレーゼ’s annual shareholders meeting |
| Management structure after acquisition | Following the merger, the surviving company’s corporate name will be changed to ON THE PAGE,Inc. (English name). The representative will be Hiroki Ogino (荻野 洋基), Representative Director and President. Employee treatment: Not disclosed. |
Items this document does not state (22)
Date 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 CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateValuation 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 purpose is to clarify the future vision of the new group following the management integration and expand the group’s business development to support customers throughout the entire life stage before and after marriage, rather than focusing solely on the wedding day. The group will also pursue synergies through the integration of management resources, strengthen its business foundation and address its challenges.
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