Decision and Details
Absorption-type merger between 株式会社ＦＡＳＣＩＮＡＴＥ and JADE GROUP,Inc.
The surviving company indirectly owns all of FASCINATE's issued shares, so the surviving company's share value will not undergo any material change even without the payment of money or other consideration; the surviving company's assets are expected to exceed its liabilities after the merger
The surviving company's assets are expected to exceed its liabilities after the merger, and no circumstances that would hinder the performance of its obligations are currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger between 株式会社ＦＡＳＣＩＮＡＴＥ and JADE GROUP,Inc. |
| Decision Date | 17 August 2026 (date of execution of the absorption-type merger agreement and decision to conduct the merger) |
| Implementation Date | 1 October 2026 (scheduled; effective date) |
| Amount | FASCINATE's assets: ¥721.681 million; liabilities: ¥530.332 million |
| Quantity / scale | The surviving company indirectly owns all of FASCINATE's issued shares; no shares or other monetary consideration will be delivered to shareholders |
| Impact on Business Performance | The surviving company's assets are expected to exceed its liabilities after the merger, and no circumstances that would hinder the performance of its obligations are currently anticipated. |
| Reason | The surviving company indirectly owns all of FASCINATE's issued shares, so the surviving company's share value will not undergo any material change even without the payment of money or other consideration; the surviving company's assets are expected to exceed its liabilities after the merger |
| Governing Rule | Article 782, paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 749, paragraph 1, items 2 through 5 of the Companies Act; and EDINET, the electronic disclosure system for disclosure documents such as securities reports under the Financial Instruments and Exchange Act |
| Future plans | The absorption-type merger is scheduled to take effect on 1 October 2026. |
Items this document does not state (3)
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 surviving company indirectly owns all of FASCINATE's issued shares, and states that because the surviving company's share value will not undergo any material change even without the payment of consideration, it is appropriate not to pay or allot consideration. It also states that the surviving company's assets are expected to exceed its liabilities after the merger, and no circumstances that would hinder the performance of its obligations are anticipated.