Decision and Details
Merger by absorption, with TKP Corporation as the surviving company and TKPSPV-1 Co., Ltd. as the disappearing company
This is a merger without consideration between a wholly owned parent company and its subsidiary, constituting a simplified merger for TKP under Article 796, Paragraph 2 of the Companies Act and an abbreviated merger for TKPSPV-1 under Article 784, Paragraph 1 of the Companies Act.
After the merger, TKP's assets are expected to sufficiently exceed its liabilities, and no events that would hinder the fulfilment of obligations are currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Merger by absorption, with TKP Corporation as the surviving company and TKPSPV-1 Co., Ltd. as the disappearing company |
| Decision Date | 31 August 2026 (date of execution of the absorption-type merger agreement) |
| Amount | Merger consideration: None; total assets of TKPSPV-1: ¥3,735,728,382; total liabilities: ¥3,683,898,033; total net assets: ¥51,830,349 |
| Impact on Business Performance | After the merger, TKP's assets are expected to sufficiently exceed its liabilities, and no events that would hinder the fulfilment of obligations are currently anticipated. |
| Reason | This is a merger without consideration between a wholly owned parent company and its subsidiary, constituting a simplified merger for TKP under Article 796, Paragraph 2 of the Companies Act and an abbreviated merger for TKPSPV-1 under Article 784, Paragraph 1 of the Companies Act. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 782, paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2 of the Companies Act; Article 784, paragraph 1 of the Companies Act; Financial Instruments and Exchange Act |
| Future plans | If any of the matters stated change after the start date of the pre-merger disclosure, the revised details will be disclosed immediately. |
Items this document does not state (5)
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.This is a merger between a wholly owned parent company and its subsidiary and qualifies as a simplified merger and an abbreviated merger under the Companies Act. Regarding the prospect of fulfilling obligations, the company states that assets are expected to continue to sufficiently exceed liabilities after the merger and that no events currently anticipated would adversely affect earnings or cash flow.