Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger and Merger Without Consideration), Financial Restructuring (Capital Increase) of the Subsidiary, and Recognition of an Extraordinary Loss (Loss on Extinguishment of Shares Held in the Merger) in the Non-Consolidated Financial Statements
Enigmo Inc. and 株式会社ゲツラク (a wholly owned consolidated subsidiary)
The business of 株式会社ゲツラク, which operates a job-change support agency and develops and operates a job-change support platform, among other activities
The representative director of 株式会社ゲツラク offered to resign for personal reasons. Enigmo Inc. considered the uncertainty surrounding the selection of a successor representative director, the fixed administrative costs arising from operating the company as an independent legal entity, and its organizational size.
¥77,000,000 (¥65,000,000 debt-to-equity swap plus ¥12,000,000 additional cash contribution). An extraordinary loss in the non-consolidated financial statements (loss on extinguishment of shares held in the merger) is expected to be recognized, although the amount is still being reviewed.
There will be no impact on consolidated results. An extraordinary loss (loss on extinguishment of shares held in the merger) is expected to be recognized in the non-consolidated financial statements.
Company response
The representative director of 株式会社ゲツラク resigned for personal reasons, and Enigmo Inc. decided to accept the resignation.
On 8 September 2026 (scheduled), 株式会社ゲツラク will be absorbed into Enigmo Inc., and its business will be directly overseen as a business division of Enigmo Inc. The amount of the extraordinary loss in the non-consolidated financial statements will be disclosed once determined.
The amount of the extraordinary loss will be disclosed once determined.
| Item | Details |
|---|---|
| Event name | Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger and Merger Without Consideration), Financial Restructuring (Capital Increase) of the Subsidiary, and Recognition of an Extraordinary Loss (Loss on Extinguishment of Shares Held in the Merger) in the Non-Consolidated Financial Statements |
| Date of occurrence | 23 July 2026 (date of board resolution, execution of the merger agreement, completion of the debt-to-equity swap and payment for the cash capital increase). The effective date of the merger is scheduled for 8 September 2026. |
| Subject Entity | Enigmo Inc. and 株式会社ゲツラク (a wholly owned consolidated subsidiary) |
| Target Locations / Products | The business of 株式会社ゲツラク, which operates a job-change support agency and develops and operates a job-change support platform, among other activities |
| Cause | The representative director of 株式会社ゲツラク offered to resign for personal reasons. Enigmo Inc. considered the uncertainty surrounding the selection of a successor representative director, the fixed administrative costs arising from operating the company as an independent legal entity, and its organizational size. |
| Amount of Impact on Business Performance | ¥77,000,000 (¥65,000,000 debt-to-equity swap plus ¥12,000,000 additional cash contribution). An extraordinary loss in the non-consolidated financial statements (loss on extinguishment of shares held in the merger) is expected to be recognized, although the amount is still being reviewed. |
| Impact on Earnings Forecast | There will be no impact on consolidated results. An extraordinary loss (loss on extinguishment of shares held in the merger) is expected to be recognized in the non-consolidated financial statements. |
| Directors' and officers' liability | The representative director of 株式会社ゲツラク resigned for personal reasons, and Enigmo Inc. decided to accept the resignation. |
| Outlook | On 8 September 2026 (scheduled), 株式会社ゲツラク will be absorbed into Enigmo Inc., and its business will be directly overseen as a business division of Enigmo Inc. The amount of the extraordinary loss in the non-consolidated financial statements will be disclosed once determined. |
| Planned follow-up disclosure | The amount of the extraordinary loss will be disclosed once determined. |
Items this document does not state (15)
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.In light of the uncertainty surrounding the selection of a successor following the resignation of 株式会社ゲツラク's representative director, the fixed costs of managing the company as an independent legal entity, and its organizational size, Enigmo Inc. aims to improve operating efficiency, strengthen governance and reduce administrative costs through the absorption-type merger. The capital increase eliminated the subsidiary's negative net assets to enable the simplified merger to be completed promptly and prevent a loss on the merger.