Worth reading
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0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
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Definitive
How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)Esplanade LLC
Disclosing companyDLE Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Talent management, event planning and production, music label operations and related activities
Location Chiyoda-ku, TokyoShare capital ¥15 millionDate of incorporation 15 May 2024
Net Sales¥3 million (fiscal year ended March 2026)
Operating profitOperating loss of ¥7 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss attributable to owners of the parent of ¥2 million (fiscal year ended March 2026)
Net assets¥12 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares will be allotted and no cash or other assets will be delivered)
Type of ConsiderationNo consideration (no shares will be allotted and no cash or other assets will be delivered)
Merger ratio/share exchange ratioNot applicable (the Company will be the surviving company and Esplanade will be the absorbed company; no shares will be allotted because Esplanade is a wholly owned subsidiary)
Impact on Business Performance
The impact on our consolidated results will be immaterial
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger as provided for in the main text of Article 796, Paragraph 2 of the Companies Act, the Company's shareholders' meeting is not required to approve the merger agreement. Esplanade obtained the consent of all its members on 13 August 2026.
Management structure after acquisitionThere will be no changes to the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end as a result of this absorption-type merger. Esplanade will be dissolved. The treatment of employees has not been disclosed.
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | Esplanade LLC |
| Name of the Subject Company | Esplanade LLC |
| Business Description of the Subject Company | Talent management, event planning and production, music label operations and related activities |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥15 million |
| Date of Establishment of the Subject Company | 15 May 2024 |
| Net Sales of the Subject Company | ¥3 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Operating loss of ¥7 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | Net loss attributable to owners of the parent of ¥2 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥12 million (fiscal year ended March 2026) |
| Acquisition price | Not applicable (no shares will be allotted and no cash or other assets will be delivered) |
| Type of Consideration | No consideration (no shares will be allotted and no cash or other assets will be delivered) |
| Merger ratio/share exchange ratio | Not applicable (the Company will be the surviving company and Esplanade will be the absorbed company; no shares will be allotted because Esplanade is a wholly owned subsidiary) |
| Number of shares acquired | Not applicable (Esplanade is a limited liability company and no shares will be allotted) |
| Voting rights ownership percentage | Before 100％ → after Not applicable (Esplanade will be dissolved through the absorption-type merger) |
| Impact on Business Performance | The impact on our consolidated results will be immaterial |
| Date of board resolution | 13 August 2026 |
| Contract Date | 13 August 2026 |
| Execution Date / Effective Date | 1 November 2026 |
| Conditions Precedent to Execution | As this is a simplified merger as provided for in the main text of Article 796, Paragraph 2 of the Companies Act, the Company's shareholders' meeting is not required to approve the merger agreement. Esplanade obtained the consent of all its members on 13 August 2026. |
| Management structure after acquisition | There will be no changes to the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end as a result of this absorption-type merger. Esplanade will be dissolved. The treatment of employees has not been disclosed. |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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.Following the transfer of the iNKODE JAPAN shares and the resulting focus on and selection of business areas, the Company decided to proceed with the absorption-type merger after taking into account the costs of maintaining Esplanade and other factors.
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