Decision and Details
The governing bodies of Party A and Party B (specific bodies Not disclosed)Absorption-type company split under which SHIFT will assume the rights and obligations relating to the administrative functions of 株式会社クレイトソリューションズ
As this is an absorption-type company split between a wholly owned parent and its subsidiary, no allocation of shares or delivery of any other consideration will be made; specific reason for carrying out the transaction: Not disclosed
The parties have determined that there is no concern regarding the prospects for performance of the obligations for which each company is responsible; specific amount of the impact on financial results: Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split under which SHIFT will assume the rights and obligations relating to the administrative functions of 株式会社クレイトソリューションズ |
| Decision-Making Body | The governing bodies of Party A and Party B (specific 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; subject to change if the necessary procedures cannot be completed by the preceding day) |
| Period Covered | On and after 1 September 2026 (after the effective date) |
| Amount | Consideration for the company split: no shares, cash or any other consideration; increase in stated capital: ¥0; increase in reserves, etc.: to be determined by Party A in accordance with the Companies Calculation Regulations |
| Quantity / scale | The transfer covers the contractual status and all rights and obligations under the relevant contracts of all employees of the company being split who are primarily engaged in the relevant division; number of employees: Not disclosed |
| Impact on Business Performance | The parties have determined that there is no concern regarding the prospects for performance of the obligations for which each company is responsible; specific amount of the impact on financial results: Not disclosed |
| Reason | As this is an absorption-type company split between a wholly owned parent and its subsidiary, no allocation of shares or delivery of any other consideration will be made; specific reason for carrying out the transaction: Not disclosed |
| 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 165, paragraph 2 of the Companies Act; Companies Calculation Regulations |
| 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. By the effective date, Party A and Party B will each obtain approval of the agreement and make the necessary corporate decisions. If any change occurs after the start date of the prior disclosure, it will be disclosed immediately. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.This is an absorption-type company split between a wholly owned parent and its subsidiary, under which the rights and obligations relating to administrative functions will be consolidated under SHIFT; however, no specific reason for carrying out the transaction is stated.