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Statutory disclosure document3679ZIGExN Co.,Ltd.Information and Communications, Services and Others

Statutory Pre-Transaction Disclosure Document (Company Split) (保険マンモス株式会社)

ZIGExN Co.,Ltd. will assume the assets, liabilities, contracts, employment contracts and other items relating to 保険マンモス株式会社's financial planner referral business (lead-generation business and events business) through an absorption-type company split. The effective date is 1 June 2026, and 保険マンモス株式会社 will receive ZIGExN Co.,Ltd. shares equivalent to ¥418 million as consideration.

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
418
ZIGExN Co.,Ltd. shares equivalent to ¥ million
Wording
Conditional
How definitive the wording is.

Decision and Details

Absorption-type company split involving 保険マンモス株式会社's financial planner referral business (lead-generation business and events business)

Decision30 March 2026 (date of execution of the absorption-type company split agreement)
Implementation1 June 2026 (scheduled; subject to change due to procedural requirements or other reasons)
Going forwardThe absorption-type company split is scheduled to be implemented on 1 June 2026. Approvals by the shareholders' meeting and Board of Directors, creditor protection procedures and other necessary procedures will be carried out by the day before the effective date. The consideration shares are scheduled to be delivered by the last day of the month in which the effective date falls.
AmountConsideration for the company split: ZIGExN Co.,Ltd. shares equivalent to ¥418 million
Quantity / scale5 domains and 6 trademarks to be transferred (as listed in the appendix)
Reason

The parties agreed on a fair and reasonable price through negotiations and discussions, taking into comprehensive consideration the business's future prospects, profitability and other factors.

Decision and Details
ItemDetails
Matter CoveredAbsorption-type company split involving 保険マンモス株式会社's financial planner referral business (lead-generation business and events business)
Decision Date30 March 2026 (date of execution of the absorption-type company split agreement)
Implementation Date1 June 2026 (scheduled; subject to change due to procedural requirements or other reasons)
AmountConsideration for the company split: ZIGExN Co.,Ltd. shares equivalent to ¥418 million
Quantity / scale5 domains and 6 trademarks to be transferred (as listed in the appendix)
ReasonThe parties agreed on a fair and reasonable price through negotiations and discussions, taking into comprehensive consideration the business's future prospects, profitability and other factors.
Governing RuleArticle 794(1) of the Companies Act, Article 192 of the Ordinance for Enforcement of the Companies Act, and Article 799(1) of the Companies Act
Future plansThe absorption-type company split is scheduled to be implemented on 1 June 2026. Approvals by the shareholders' meeting and Board of Directors, creditor protection procedures and other necessary procedures will be carried out by the day before the effective date. The consideration shares are scheduled to be delivered by the last day of the month in which the effective date falls.
Items this document does not state (4)
Decision-Making BodyPeriod CoveredImpact on Business PerformanceRelated previous disclosures

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 parties agreed on a fair and reasonable price following negotiations and discussions, taking into comprehensive consideration the business's future prospects, profitability and other factors.

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Statutory Pre-Transaction Disclosure Document (Company Split) (保険マンモス株式会社) | ZIGExN Co.,Ltd. (3679) timely disclosure | Komori