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How definitive the wording is.Decision and Details
Absorption-type merger of 株式会社クラフ
Decision21 July 2026 (decision on the absorption-type merger) / 1 June 2026 (execution of the absorption-type merger agreement)
Implementation1 September 2026 (scheduled effective date)
Going forwardThe merger is scheduled to become effective on 1 September 2026. Before the effective date, both companies will obtain the necessary corporate approvals, including approval of the agreement. If the necessary procedures cannot be completed by the deadline, the effective date may be changed; any change will be disclosed immediately.
AmountMerger consideration: none; increase in stated capital and reserves: none; 株式会社クラフ's net sales for its most recent fiscal year: ¥735.160 million; net income: ¥31.789 million; total assets: ¥427.089 million; net assets: ¥234.420 million; outstanding borrowings: ¥100 million
Quantity / scaleAll employees of 株式会社クラフ (139 people); 4,500 issued common shares; voting rights ratio: 100.0%
Reason
As 株式会社クラフ is a wholly owned subsidiary of the company, no merger consideration will be delivered.
Impact on Business Performance
The company has determined that there should be no issue with the performance of obligations after the merger. The amount of the impact of the merger on business performance is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger of 株式会社クラフ |
| Decision Date | 21 July 2026 (decision on the absorption-type merger) / 1 June 2026 (execution of the absorption-type merger agreement) |
| Implementation Date | 1 September 2026 (scheduled effective date) |
| Amount | Merger consideration: none; increase in stated capital and reserves: none; 株式会社クラフ's net sales for its most recent fiscal year: ¥735.160 million; net income: ¥31.789 million; total assets: ¥427.089 million; net assets: ¥234.420 million; outstanding borrowings: ¥100 million |
| Quantity / scale | All employees of 株式会社クラフ (139 people); 4,500 issued common shares; voting rights ratio: 100.0% |
| Impact on Business Performance | The company has determined that there should be no issue with the performance of obligations after the merger. The amount of the impact of the merger on business performance is Not disclosed. |
| Reason | As 株式会社クラフ is a wholly owned subsidiary of the company, no merger consideration will be delivered. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 191 of the Regulation for Enforcement of the Companies Act; Article 749, paragraph 1 of the Companies Act; Article 796, paragraph 2 of the Companies Act; Article 799, paragraph 1 of the Companies Act; Article 165, paragraph 2 of the Companies Act; Article 381, paragraph 1 of the Companies Act; Financial Instruments and Exchange Act |
| Future plans | The merger is scheduled to become effective on 1 September 2026. Before the effective date, both companies will obtain the necessary corporate approvals, including approval of the agreement. If the necessary procedures cannot be completed by the deadline, the effective date may be changed; any change will be disclosed immediately. |
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated 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.As 株式会社クラフ is a wholly owned subsidiary of SHIFT, no shares, cash or other consideration will be delivered as merger consideration. SHIFT also states that the merger is not expected to impede the performance of obligations after the merger and that assets are expected to sufficiently exceed liabilities.
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