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Statutory disclosure document3903gumi Inc.Information and Communications, Services and Others

Statutory Advance Disclosure Document (Absorption-Type Merger) (gC Games Co., Ltd.)

株式会社gumi has decided to absorb its wholly owned subsidiary, 株式会社gC Games, without issuing any consideration. The effective date is 25 September 2026.

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Decision and Details

Absorption-type merger between 株式会社gumi and 株式会社gC Games

Decision10 August 2026 (date of execution of the absorption-type merger agreement)
Implementation25 September 2026 (scheduled effective date)
Going forwardThe absorption-type merger is scheduled to become effective on 25 September 2026. If any of the disclosed matters changes, the revised matters will be disclosed without delay.
AmountMerger consideration: none; revenue for 株式会社gC Games' final fiscal year: ¥95.733 million; net loss: ¥299.984 million; net assets: negative ¥1,111.742 million; liabilities: ¥1,193.78 million
Quantity / scaleAll of the issued shares of 株式会社gC Games, 38,403 common shares
Reason

Because 株式会社gumi holds all of the issued shares of 株式会社gC Games as its wholly owning parent company, no shares or cash or other merger consideration will be issued or delivered. The surviving company's assets are expected to substantially exceed its liabilities, and no situation that would impede the performance of its obligations is foreseeable.

Impact on Business Performance

The document states that no situation is currently foreseeable that would impede the surviving company's performance of its obligations following the absorption-type merger. The specific amount of the impact on results is Not disclosed.

Decision and Details
ItemDetails
Matter CoveredAbsorption-type merger between 株式会社gumi and 株式会社gC Games
Decision Date10 August 2026 (date of execution of the absorption-type merger agreement)
Implementation Date25 September 2026 (scheduled effective date)
AmountMerger consideration: none; revenue for 株式会社gC Games' final fiscal year: ¥95.733 million; net loss: ¥299.984 million; net assets: negative ¥1,111.742 million; liabilities: ¥1,193.783 million
Quantity / scaleAll of the issued shares of 株式会社gC Games, 38,403 common shares
Impact on Business PerformanceThe document states that no situation is currently foreseeable that would impede the surviving company's performance of its obligations following the absorption-type merger. The specific amount of the impact on results is Not disclosed.
ReasonBecause 株式会社gumi holds all of the issued shares of 株式会社gC Games as its wholly owning parent company, no shares or cash or other merger consideration will be issued or delivered. The surviving company's assets are expected to substantially exceed its liabilities, and no situation that would impede the performance of its obligations is foreseeable.
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 191 of the Regulation for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act; and Article 784, Paragraph 1 of the Companies Act
Future plansThe absorption-type merger is scheduled to become effective on 25 September 2026. If any of the disclosed matters changes, the revised matters will be disclosed without delay.
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.

株式会社gumi explained that it will not issue merger consideration because it is the wholly owning parent company that holds all of the issued shares of 株式会社gC Games. It also stated that, following the merger, the surviving company's assets are expected to continue to substantially exceed its liabilities and that no situation currently foreseeable would impede the performance of its obligations.

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Statutory Advance Disclosure Document (Absorption-Type Merger) (gC Games Co., Ltd.) | gumi Inc. (3903) timely disclosure | Komori