Decision and Details
Absorption-type merger between 株式会社ロイヤル and JADE GROUP,Inc.
Because the surviving company in the absorption-type merger is the Company's wholly owning parent and the value of its shares will not undergo any material change, it is considered appropriate not to deliver or allot shares or other monetary consideration to the Company's shareholders. In addition, the surviving company's assets are expected to exceed its liabilities after the merger, and no situation is currently anticipated that would hinder the performance of its obligations.
It has been determined that there is no issue regarding the prospect of the surviving company in the absorption-type merger performing its obligations. The amount of the impact on financial results is not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger between 株式会社ロイヤル and JADE GROUP,Inc. |
| 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) |
| Period Covered | From the effective date of 1 October 2026 onward |
| Amount | Assets of 株式会社ロイヤル: ¥1,839.867 million; liabilities: ¥966.133 million |
| Impact on Business Performance | It has been determined that there is no issue regarding the prospect of the surviving company in the absorption-type merger performing its obligations. The amount of the impact on financial results is not disclosed. |
| Reason | Because the surviving company in the absorption-type merger is the Company's wholly owning parent and the value of its shares will not undergo any material change, it is considered appropriate not to deliver or allot shares or other monetary consideration to the Company's shareholders. In addition, the surviving company's assets are expected to exceed its liabilities after the merger, and no situation is currently anticipated that would hinder the performance of its obligations. |
| Governing Rule | Article 782, Paragraph 1 of the Companies Act; Article 749, Paragraph 1, Items 2, 3, 4 and 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 place with 1 October 2026 as its effective date. |
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.Because the surviving company in the absorption-type merger is the Company's wholly owning parent, the value of the surviving company's shares will not undergo any material change, regardless of whether monetary consideration or other consideration is delivered. Accordingly, it is considered appropriate not to deliver or allot shares or other monetary consideration. 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 hinder the performance of its obligations.