Worth reading
31Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
This mergerCounterpartyウイルプラス帝欧オリオン株式会社 (surviving company), OGUNI株式会社 (disappearing company)
Disclosing companyWILLPLUS Holdings 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
Sale and repair of new and used vehicles, and sale of parts and accessories
Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 2 November 1990
Consideration and expenses
Acquisition priceNo new shares will be issued and no cash or other assets will be allocated in the merger.
Type of ConsiderationNo consideration (no new shares issued and no cash or other assets allocated)
Impact on Business Performance
The impact on the Company's consolidated results will be immaterial.
Procedures and assumptions
Management structure after acquisitionウイルプラス帝欧オリオン株式会社 will be the surviving company. The two companies will share their management resources and experience. Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | ウイルプラス帝欧オリオン株式会社 (surviving company), OGUNI株式会社 (disappearing company) |
| Name of the Subject Company | OGUNI株式会社 |
| Business Description of the Subject Company | Sale and repair of new and used vehicles, and sale of parts and accessories |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 2 November 1990 |
| Acquisition price | No new shares will be issued and no cash or other assets will be allocated in the merger. |
| Type of Consideration | No consideration (no new shares issued and no cash or other assets allocated) |
| Voting rights ownership percentage | Before The Company: 100% (surviving company and disappearing company) (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results will be immaterial. |
| Date of board resolution | 14 July 2026 |
| Contract Date | 4 August 2026 |
| Execution Date / Effective Date | 1 November 2026 (予定) |
| Management structure after acquisition | ウイルプラス帝欧オリオン株式会社 will be the surviving company. The two companies will share their management resources and experience. Employee treatment: not disclosed. |
Items this document does not state (17)
Net 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 CommitteeConditions Precedent to Execution
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 merger is intended to reorganize the corporate structure and improve management efficiency. Following the merger, the two companies will share their management resources and experience, with the aim of further developing both businesses.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.