Worth reading
70In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
424
¥ millions (Fixel’s assets)Wording
Definitive
How definitive the wording is.Decision and Details
The boards of directors of TIS Inc. and Fixel Inc.Absorption-type merger in which Fixel Inc. was the absorbed company and TIS Inc. was the surviving company
Decision2 February 2026 (date the absorption-type merger agreement was executed)
Period CoveredFrom 1 April 2026 onward (after the merger)
Implementation1 April 2026 (effective date; completed)
Going forwardThe application for registration of changes relating to the absorption-type merger was filed on 1 April 2026 (filed).
AmountFixel’s assets: ¥424 million; liabilities: ¥104 million; net assets: ¥320 million. Merger consideration: ¥0. No change in TIS’s share capital or capital reserves.
Quantity / scaleFixel’s 1,000 issued shares. TIS succeeded to all of Fixel’s assets, liabilities and other rights and obligations.
Reason
Because Fixel was TIS’s wholly owned subsidiary and the transaction qualified as a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the Companies Act
Impact on Business Performance
No circumstances are currently anticipated that would adversely affect TIS’s ability to perform its obligations in connection with its earnings or cash flow after the absorption-type merger.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger in which Fixel Inc. was the absorbed company and TIS Inc. was the surviving company |
| Decision-Making Body | The boards of directors of TIS Inc. and Fixel Inc. |
| Decision Date | 2 February 2026 (date the absorption-type merger agreement was executed) |
| Implementation Date | 1 April 2026 (effective date; completed) |
| Period Covered | From 1 April 2026 onward (after the merger) |
| Amount | Fixel’s assets: ¥424 million; liabilities: ¥104 million; net assets: ¥320 million. Merger consideration: ¥0. No change in TIS’s share capital or capital reserves. |
| Quantity / scale | Fixel’s 1,000 issued shares. TIS succeeded to all of Fixel’s assets, liabilities and other rights and obligations. |
| Impact on Business Performance | No circumstances are currently anticipated that would adversely affect TIS’s ability to perform its obligations in connection with its earnings or cash flow after the absorption-type merger. |
| Reason | Because Fixel was TIS’s wholly owned subsidiary and the transaction qualified as a simplified merger under Article 796, Paragraph 2 of the Companies Act and a short-form merger under Article 784, Paragraph 1 of the Companies Act |
| Governing Rule | Article 801, Paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 789, Paragraphs 1, 2 and 3 of the Companies Act; Article 796, Paragraphs 2 and 3 of the Companies Act; Article 797, Paragraph 1 of the Companies Act; Article 799, Paragraphs 1, 2 and 3 of the Companies Act; Article 784, Paragraph 1 of the Companies Act |
| Related previous disclosures | “Pre-Merger Disclosure Documents Relating to the Absorption-Type Merger (Simplified Absorption-Type Merger and Short-Form Absorption-Type Merger)” dated 27 February 2026 |
| Future plans | The application for registration of changes relating to the absorption-type merger was filed on 1 April 2026 (filed). |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Because Fixel was TIS’s wholly owned subsidiary and the transaction qualified as both a simplified merger and a short-form merger, the absorption-type merger was carried out without obtaining shareholder approval from either company.
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