Decision and Details
Absorption-type merger in which 株式会社ブルーシンシア will be the disappearing company and JADE GROUP,Inc. will be the surviving company
The surviving company indirectly owns all of the issued shares of 株式会社ブルーシンシア, and there will be no material change in the value of the surviving company's shares even without delivering shares or other consideration. In addition, the surviving company's assets are expected to exceed its liabilities after the merger, and no circumstances are anticipated that would impede the performance of its obligations.
The surviving company's assets are expected to exceed its liabilities after the merger, and it has been determined that there will be no problems with the performance of its obligations. The amount of the impact on financial results is not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger in which 株式会社ブルーシンシア will be the disappearing company and JADE GROUP,Inc. will be the surviving company |
| Decision Date | 17 August 2026 (the date on which the absorption-type merger agreement was executed and the merger was decided) |
| Implementation Date | 1 October 2026 (scheduled; effective date) |
| Period Covered | From 1 October 2026 onward (after the merger becomes effective) |
| Amount | Assets of 株式会社ブルーシンシア: ¥571.835 million; liabilities: ¥350.707 million (as of 28 February 2026) |
| Impact on Business Performance | The surviving company's assets are expected to exceed its liabilities after the merger, and it has been determined that there will be no problems with the performance of its obligations. The amount of the impact on financial results is not disclosed. |
| Reason | The surviving company indirectly owns all of the issued shares of 株式会社ブルーシンシア, and there will be no material change in the value of the surviving company's shares even without delivering shares or other consideration. In addition, the surviving company's assets are expected to exceed its liabilities after the merger, and no circumstances are anticipated that would impede the performance of its obligations. |
| Governing Rule | Article 782, paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; and Article 749, paragraph 1, items 2 through 5 of the Companies Act |
| Future plans | The absorption-type merger is scheduled to be implemented 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.The surviving company indirectly owns all of the issued shares of 株式会社ブルーシンシア through its parent company. It explains that, even without delivering shares or other consideration, there will be no material change in the value of the surviving company's shares, making it appropriate not to deliver or allocate any consideration. It also states that the surviving company's assets are expected to exceed its liabilities after the merger, and that no circumstances are anticipated that would impede the performance of its obligations.