Decision and Details
Matters subject to prior disclosure concerning the merger by absorption
Advance disclosure pursuant to Article 782, Paragraph 1 of the Companies Act and Article 182 of the Ordinance for Enforcement of the Companies Act. Since the surviving company is the wholly owning parent of ＡＲＩＧＡＴＯ株式会社, it was determined appropriate not to deliver or allot shares or other cash or property, as the value of the surviving company's shares will not undergo any material change even without such delivery. It is currently not anticipated that the surviving company's assets will fall below its liabilities after the merger or that any situation will arise that would impede the performance of its obligations.
The surviving company is expected to have assets exceeding liabilities after the absorption-type merger, and it has been determined that there is no issue regarding the anticipated performance of its obligations.
| Item | Details |
|---|---|
| Matter Covered | Matters subject to prior disclosure concerning the merger by absorption |
| Decision Date | 17 August 2026 (date of execution of the absorption-type merger agreement and decision date) |
| Implementation Date | 1 October 2026 (scheduled; effective date of the absorption-type merger) |
| Amount | Assets of ＡＲＩＧＡＴＯ株式会社: ¥270.611 million; liabilities: ¥215.139 million |
| Impact on Business Performance | The surviving company is expected to have assets exceeding liabilities after the absorption-type merger, and it has been determined that there is no issue regarding the anticipated performance of its obligations. |
| Reason | Advance disclosure pursuant to Article 782, Paragraph 1 of the Companies Act and Article 182 of the Ordinance for Enforcement of the Companies Act. Since the surviving company is the wholly owning parent of ＡＲＩＧＡＴＯ株式会社, it was determined appropriate not to deliver or allot shares or other cash or property, as the value of the surviving company's shares will not undergo any material change even without such delivery. It is currently not anticipated that the surviving company's assets will fall below its liabilities after the merger or that any situation will arise that would impede the performance of its obligations. |
| Governing Rule | Article 782, Paragraph 1 and Article 749, Paragraph 1, Items 2 through 5 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; 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 (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.This is advance disclosure pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act. The stated reason for not delivering shares or other consideration is that the surviving company is the wholly owning parent of ＡＲＩＧＡＴＯ株式会社, so the value of the surviving company's shares will not undergo any material change regardless of whether consideration is delivered. It is also stated that the surviving company's assets are expected to exceed its liabilities after the merger, and no situation is anticipated that would impede the performance of its obligations.