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DLE Inc. and 合同会社Esplanade (DLE: simplified merger; Esplanade: consent of all members)Prior disclosure document relating to the merger by absorption
DecisionDate of execution of the merger agreement: 13 August 2026. Date of consent by all members: 13 August 2026
Period CoveredOn and after 1 November 2026
Implementation1 November 2026 (scheduled effective date)
Going forwardThe merger is scheduled to take effect on 1 November 2026. If any change occurs in the matters stated after the start date of the prior disclosure, the revised details will be disclosed immediately.
AmountMerger consideration: none. Balance sheet for the most recent fiscal year of 合同会社Esplanade: total assets, ¥30,041,090; total liabilities, ¥17,696,694; total net assets, ¥12,344,396
Quantity / scaleMerger by absorption between a wholly owned parent company and its subsidiary; 1 company to be absorbed
Reason
Because this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary
Impact on Business Performance
No events are currently anticipated that would impede the performance of obligations after the effective date, and the company has determined that there is no issue regarding the prospects for performing those obligations.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure document relating to the merger by absorption |
| Decision-Making Body | DLE Inc. and 合同会社Esplanade (DLE: simplified merger; Esplanade: consent of all members) |
| Decision Date | Date of execution of the merger agreement: 13 August 2026. Date of consent by all members: 13 August 2026 |
| Implementation Date | 1 November 2026 (scheduled effective date) |
| Period Covered | On and after 1 November 2026 |
| Amount | Merger consideration: none. Balance sheet for the most recent fiscal year of 合同会社Esplanade: total assets, ¥30,041,090; total liabilities, ¥17,696,694; total net assets, ¥12,344,396 |
| Quantity / scale | Merger by absorption between a wholly owned parent company and its subsidiary; 1 company to be absorbed |
| Impact on Business Performance | No events are currently anticipated that would impede the performance of obligations after the effective date, and the company has determined that there is no issue regarding the prospects for performing those obligations. |
| Reason | Because this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 782, paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; the main clause of Article 796, paragraph 2 of the Companies Act; and Article 793, paragraph 1, item 1 of the Companies Act |
| Future plans | The merger is scheduled to take effect on 1 November 2026. If any change occurs in the matters stated after the start date of the prior disclosure, the revised details will be disclosed immediately. |
Items this document does not state (1)
Related 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.Because this is a merger without consideration between a wholly owned parent company and its wholly owned subsidiary.
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