Decision and Details
Absorption merger (this absorption merger in which 株式会社ロイヤルロジスティクス is the absorbed company and JADE GROUP,Inc. is the surviving company)
The surviving company is our wholly owning parent, and the value of the surviving company's shares will not change materially regardless of whether money or other assets are delivered. In addition, the surviving company's assets are expected to exceed its liabilities after the merger, and no circumstances are currently expected to interfere with the performance of its obligations.
The surviving company's assets are expected to exceed its liabilities after this absorption merger, and it has been determined that there is no issue regarding the expected performance of its obligations.
| Item | Details |
|---|---|
| Matter Covered | Absorption merger (this absorption merger in which 株式会社ロイヤルロジスティクス is the absorbed company and JADE GROUP,Inc. is the surviving company) |
| Decision Date | 17 August 2026 (date the absorption merger agreement was signed and the date the decision to carry out this absorption merger was made) |
| Implementation Date | 1 October 2026 (scheduled; effective date) |
| Period Covered | On or after 1 October 2026 (after the effective date) |
| Amount | Assets of 株式会社ロイヤルロジスティクス: ¥945.208 million; liabilities: ¥246.999 million. Merger consideration: no shares or other money or assets will be delivered |
| Impact on Business Performance | The surviving company's assets are expected to exceed its liabilities after this absorption merger, and it has been determined that there is no issue regarding the expected performance of its obligations. |
| Reason | The surviving company is our wholly owning parent, and the value of the surviving company's shares will not change materially regardless of whether money or other assets are delivered. In addition, the surviving company's assets are expected to exceed its liabilities after the merger, and no circumstances are currently expected to interfere with the performance of its obligations. |
| Governing Rule | Companies Act, Article 782, Paragraph 1; Companies Act, Article 749, Paragraph 1, Items 2, 3, 4 and 5; Ordinance for Enforcement of the Companies Act, Article 182, Items 1 through 5; EDINET, the electronic disclosure system for disclosure documents such as securities reports under the Financial Instruments and Exchange Act |
| Future plans | The absorption merger is scheduled to take effect on 1 October 2026. The surviving company has made securities reports and other documents available for viewing on EDINET. |
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 company explains that, because the surviving company in the absorption merger is the wholly owning parent of 株式会社ロイヤルロジスティクス, the value of the surviving company's shares will not change materially regardless of whether money or other assets are delivered. It is therefore considered appropriate not to deliver shares or any other money or assets and not to make an allocation. The company also states that the surviving company's assets are expected to exceed its liabilities after the merger and that no circumstances are currently expected to interfere with the performance of its obligations.