This transaction
Transition to a pure holding company structure (absorption-type company split)The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
DX business centered on low-code technology and agile methodologies
The impact on consolidated results is expected to be immaterial.
| Item | Details |
|---|---|
| Transaction name | Transition to a pure holding company structure (absorption-type company split) |
| Counterparty name | 株式会社ローコード |
| Name of the Subject Company | 株式会社ローコード |
| Business Description of the Subject Company | DX business centered on low-code technology and agile methodologies |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 28 May 2026 |
| Voting rights ownership percentage | After 100% (before not disclosed) |
| Funding arrangements | 100% funded by 株式会社BlueMeme |
| Impact on Business Performance | The impact on consolidated results is expected to be immaterial. |
| Date of board resolution | 28 May 2026 |
| Contract Date | 26 June 2026 (予定) |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Approval of the relevant proposals at the Company's 20th Annual General Meeting of Shareholders, scheduled for 26 June 2026, and, where necessary, obtaining permits, approvals and other authorizations from the relevant authorities. |
| Management structure after acquisition | The corporate name will be 株式会社ローコード. The representative director will be Matsuoka Masanori (松岡 真功), and the Company's representative director will concurrently serve as representative director. Employee treatment: Not disclosed. |
Items this document does not state (17)
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.The transition is intended to address issues that have arisen regarding the timeliness of information disclosure and the internal management framework, and to fundamentally review the governance structure of the Group as a whole. The Company states that separating management control and oversight from business execution, establishing cross-functional compliance and risk management, and clarifying the performance management and reporting structure will enhance transparency and discipline.