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How definitive the wording is.Decision and Details
Resolutions by the governing bodies of Party A and Party B (specific names of the governing bodies: Not disclosed)Absorption-type company split under which the rights and obligations relating to the management functions of 株式会社クラブネッツ will be assumed
Decision15 July 2026 (date of execution of the absorption-type company split agreement)
Period CoveredOn and after 1 September 2026 (after the effective date)
Implementation1 September 2026 (scheduled effective date)
Going forwardThe absorption-type company split is scheduled to take effect on 1 September 2026. If the necessary procedures cannot be completed by the day preceding the effective date, the effective date may be changed following discussions between Party A and Party B. If any change occurs on or after the start date of the preliminary disclosure period, it will be disclosed immediately.
AmountConsideration for the company split: none; increase in stated capital: ¥0; increase in reserves, etc.: to be determined by Party A in accordance with the provisions of the Ordinance on Company Accounting
Quantity / scaleAssets to be assumed: none; liabilities to be assumed: none; contracts to be assumed, excluding employment contracts: none; the employment contract status, rights and obligations of all employees principally engaged in the management functions
Reason
The absorption-type company split is between a wholly owned parent company and its wholly owned subsidiary; to improve the efficiency of group management and accelerate decision-making
Impact on Business Performance
The impact of this company split on financial results is Not disclosed. The companies have determined that there should be no issue regarding the prospect of both companies performing their obligations after the effective date.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split under which the rights and obligations relating to the management functions of 株式会社クラブネッツ will be assumed |
| Decision-Making Body | Resolutions by the governing bodies of Party A and Party B (specific names of the governing bodies: Not disclosed) |
| Decision Date | 15 July 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 September 2026 (scheduled effective date) |
| Period Covered | On and after 1 September 2026 (after the effective date) |
| Amount | Consideration for the company split: none; increase in stated capital: ¥0; increase in reserves, etc.: to be determined by Party A in accordance with the provisions of the Ordinance on Company Accounting |
| Quantity / scale | Assets to be assumed: none; liabilities to be assumed: none; contracts to be assumed, excluding employment contracts: none; the employment contract status, rights and obligations of all employees principally engaged in the management functions |
| Impact on Business Performance | The impact of this company split on financial results is Not disclosed. The companies have determined that there should be no issue regarding the prospect of both companies performing their obligations after the effective date. |
| Reason | The absorption-type company split is between a wholly owned parent company and its wholly owned subsidiary; to improve the efficiency of group management and accelerate decision-making |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act; Article 758 of the Companies Act; Article 799, Paragraph 1 of the Companies Act; Article 381, Paragraph 1 of the Companies Act; Financial Instruments and Exchange Act |
| Related previous disclosures | Notice Regarding the Absorption-type Merger of a Subsidiary; Notice Regarding the Determination of Matters Relating to the Acquisition of Treasury Shares (Acquisition of Treasury Shares Based on the Articles of Incorporation Pursuant to Article 165, Paragraph 2 of the Companies Act); Notice Regarding the Absorption-type Merger of a Subsidiary (ADX Consulting株式会社); Notice Regarding the Absorption-type Company Split of a Subsidiary (Airitech株式会社) and the Absorption-type Merger Between Consolidated Subsidiaries (surviving company: 株式会社シムテック); (Discontinuation and Change of Disclosed Matters) Notice Regarding the Discontinuation of the Establishment of a Subsidiary and the Change in the Absorption-type Merger Scheme for a Subsidiary (all dates: Not disclosed) |
| Future plans | The absorption-type company split is scheduled to take effect on 1 September 2026. If the necessary procedures cannot be completed by the day preceding the effective date, the effective date may be changed following discussions between Party A and Party B. If any change occurs on or after the start date of the preliminary disclosure period, it will be disclosed immediately. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.As this is an absorption-type company split between a wholly owned parent company and its wholly owned subsidiary, its stated purpose is to improve the efficiency of group management and accelerate decision-making.
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