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How definitive the wording is.This transaction
Absorption merger of a consolidated subsidiary (simplified merger)Counterparty (target company)株式会社ＴＫＰＳＰＶ-１号
Disclosing companyTKP Corporation
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
Acquisition and construction of hotel real estate, and leasing; operation of hotels and other lodging facilities, and food and beverage facilities
Location 8 Ichigayahachimancho, Shinjuku-ku, Tokyo, TKP Ichigaya BuildingShare capital ¥9 millionDate of incorporation 13 August 2015
Net Sales¥226 million (FY2026)
Operating profit¥39 million (FY2026)
Net income for the current fiscal year¥6 million (FY2026)
Net assets¥51 million (FY2026)
Consideration and expenses
Acquisition priceNo shares will be issued, no increase in capital will be made, and no merger consideration or other consideration of any kind will be paid in connection with the merger.
Type of ConsiderationNo consideration
Impact on Business Performance
As this is a merger of a wholly owned subsidiary of the Company, the impact on the Company's consolidated results will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionAt the Company, the merger has been approved without a shareholder meeting resolution pursuant to Article 796, Paragraph 2 of the Companies Act, as a simplified merger. At 株式会社ＴＫＰＳＰＶ-１号, the merger has been approved without a shareholder meeting resolution pursuant to Article 784, Paragraph 1 of the Companies Act, as a short-form merger.
Management structure after acquisition株式会社ＴＫＰＳＰＶ-１号 will be dissolved. The merger will not result in any changes to the Company's corporate name, location, representative's title or name, business activities, capital, or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | Absorption merger of a consolidated subsidiary (simplified merger) |
| Counterparty name | 株式会社ＴＫＰＳＰＶ-１号 |
| Name of the Subject Company | 株式会社ＴＫＰＳＰＶ-１号 |
| Business Description of the Subject Company | Acquisition and construction of hotel real estate, and leasing; operation of hotels and other lodging facilities, and food and beverage facilities |
| Location of the Subject Company | 8 Ichigayahachimancho, Shinjuku-ku, Tokyo, TKP Ichigaya Building |
| Capital Stock of the Subject Company | ¥9 million |
| Date of Establishment of the Subject Company | 13 August 2015 |
| Net Sales of the Subject Company | ¥226 million (FY2026) |
| Operating Profit of the Subject Company | ¥39 million (FY2026) |
| Net Income of the Subject Company | ¥6 million (FY2026) |
| Net Assets of the Subject Company | ¥51 million (FY2026) |
| Acquisition price | No shares will be issued, no increase in capital will be made, and no merger consideration or other consideration of any kind will be paid in connection with the merger. |
| Type of Consideration | No consideration |
| Voting rights ownership percentage | Before 100% (held by 株式会社ＴＫＰ) (after not disclosed) |
| Impact on Business Performance | As this is a merger of a wholly owned subsidiary of the Company, the impact on the Company's consolidated results will be minor. |
| Date of board resolution | 21 August 2026 |
| Contract Date | 31 August 2026 |
| Execution Date / Effective Date | 1 November 2026 (予定) |
| Conditions Precedent to Execution | At the Company, the merger has been approved without a shareholder meeting resolution pursuant to Article 796, Paragraph 2 of the Companies Act, as a simplified merger. At 株式会社ＴＫＰＳＰＶ-１号, the merger has been approved without a shareholder meeting resolution pursuant to Article 784, Paragraph 1 of the Companies Act, as a short-form merger. |
| Management structure after acquisition | 株式会社ＴＫＰＳＰＶ-１号 will be dissolved. The merger will not result in any changes to the Company's corporate name, location, representative's title or name, business activities, capital, or fiscal year-end. |
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 consolidate management resources and improve management efficiency.
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