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How definitive the wording is.Decision and Details
Representative directors of Temona and AIS (execution of the absorption-type company split agreement)Absorption-type company split involving Temona's サブスクアット business
Decision13 October 2026 (date of execution of the absorption-type company split agreement)
Period CoveredOn and after the effective date
Implementation1 January 2027 (scheduled effective date; may be changed by mutual consultation and agreement)
Going forwardScheduled to become effective on 1 January 2027. The effective date may be changed by mutual consultation and agreement between the two companies due to the need for procedures or other reasons.
AmountCompany split consideration: no cash or other consideration will be delivered. AIS's stated capital and reserves: no increase
Quantity / scaleAssets, liabilities, contracts and other rights and obligations belonging to Temona's サブスクアット business that may legally be succeeded to. Employment contracts will not be succeeded to.
Reason
AIS is Temona's wholly owned subsidiary, with Temona holding all of its issued shares. Accordingly, the arrangement under which no consideration will be delivered for the company split is considered appropriate. The assets of Temona and AIS are expected to substantially exceed their liabilities.
Impact on Business Performance
Temona and AIS have determined that they are expected to be able to perform their obligations after the effective date. Amount of impact on financial results: Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split involving Temona's サブスクアット business |
| Decision-Making Body | Representative directors of Temona and AIS (execution of the absorption-type company split agreement) |
| Decision Date | 13 October 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 January 2027 (scheduled effective date; may be changed by mutual consultation and agreement) |
| Period Covered | On and after the effective date |
| Amount | Company split consideration: no cash or other consideration will be delivered. AIS's stated capital and reserves: no increase |
| Quantity / scale | Assets, liabilities, contracts and other rights and obligations belonging to Temona's サブスクアット business that may legally be succeeded to. Employment contracts will not be succeeded to. |
| Impact on Business Performance | Temona and AIS have determined that they are expected to be able to perform their obligations after the effective date. Amount of impact on financial results: Not disclosed |
| Reason | AIS is Temona's wholly owned subsidiary, with Temona holding all of its issued shares. Accordingly, the arrangement under which no consideration will be delivered for the company split is considered appropriate. The assets of Temona and AIS are expected to substantially exceed their liabilities. |
| Governing Rule | Companies Act, Article 782(1); Ordinance for Enforcement of the Companies Act, Article 183; Companies Act, Article 794(1); Ordinance for Enforcement of the Companies Act, Article 192; Companies Act, Article 758(8); Companies Act, Article 784(2); Companies Act, Article 783(1); main clause of Companies Act, Article 796(1); Companies Act, Article 795(1); Companies Act, Article 21 |
| Future plans | Scheduled to become effective on 1 January 2027. The effective date may be changed by mutual consultation and agreement between the two companies due to the need for procedures or other reasons. |
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.AIS is Temona's wholly owned subsidiary, with Temona holding all of its issued shares. Accordingly, the arrangement under which no consideration will be delivered for the company split is considered appropriate.
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