Decision and Details
Absorption-type merger in which JADE GROUP,Inc. is the surviving company and ＡＮＢＵＲ ＬＥＡＧＵＥ株式会社 is the absorbed company
Because the surviving company is the wholly owning parent of the absorbed company, the value of the surviving company's shares will not undergo any material change regardless of whether shares, cash or other consideration is delivered. Accordingly, the company considers it appropriate neither to deliver shares, cash or other consideration nor to make an allocation. The surviving company's assets are expected to exceed its liabilities after the merger, and no situation that would impede the performance of its obligations is currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger in which JADE GROUP,Inc. is the surviving company and ＡＮＢＵＲ ＬＥＡＧＵＥ株式会社 is the absorbed company |
| Decision Date | 17 August 2026 (date of execution of the absorption-type merger agreement and merger decision) |
| Implementation Date | 1 October 2026 (scheduled effective date) |
| Period Covered | From the effective date of the absorption-type merger |
| Amount | Assets: 724,437 thousand yen; liabilities: 705,707 thousand yen |
| Reason | Because the surviving company is the wholly owning parent of the absorbed company, the value of the surviving company's shares will not undergo any material change regardless of whether shares, cash or other consideration is delivered. Accordingly, the company considers it appropriate neither to deliver shares, cash or other consideration nor to make an allocation. The surviving company's assets are expected to exceed its liabilities after the merger, and no situation that would impede the performance of its obligations is currently anticipated. |
| Governing Rule | Companies Act, Article 782, paragraph 1; Companies Act, Article 749, paragraph 1, items 2 and 3; and Ordinance for Enforcement of the Companies Act, Article 182 |
| Future plans | The absorption-type merger is scheduled to take place with 1 October 2026 as its effective date |
Items this document does not state (4)
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.Because the surviving company is the wholly owning parent of the absorbed company, the value of the surviving company's shares will not undergo any material change even if no shares, cash or other consideration is delivered. Accordingly, the company considers it appropriate not to deliver consideration. It also states that the surviving company's assets are expected to exceed its liabilities after the merger, and that no situation that would impede the performance of its obligations is currently anticipated.