Worth reading
45Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
2951181
¥ thousands (revenue of the business subject to the company split for the fiscal year ending March 2026)Wording
Conditional
How definitive the wording is.This transaction
Absorption-type company split in questionCounterparty株式会社ローコード
Disclosing companyBlueMeme Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Acquisition priceNo consideration (the successor company is not scheduled to deliver money or other assets to the Company)
Type of ConsiderationNo consideration
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the absorption-type company split agreement and the amendments to the Articles of Incorporation at the Ordinary General Meeting of Shareholders scheduled for 26 June 2026, as well as obtaining any permits, licenses and other approvals from the relevant authorities as necessary.
Management structure after acquisitionThe splitting company is scheduled to change its corporate name to "株式会社BlueMeme Group" and the successor company to "株式会社BlueMeme" on 1 October 2026. The representative of both companies will be Matsuoka Masanori (松岡 真功). Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | Absorption-type company split in question |
| Counterparty name | 株式会社ローコード |
| Acquisition price | No consideration (the successor company is not scheduled to deliver money or other assets to the Company) |
| Type of Consideration | No consideration |
| Voting rights ownership percentage | Before 100% (as of its establishment on 28 May 2026) (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results is expected to be immaterial. |
| Date of board resolution | 29 May 2026 |
| Contract Date | 29 May 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Approval of the absorption-type company split agreement and the amendments to the Articles of Incorporation at the Ordinary General Meeting of Shareholders scheduled for 26 June 2026, as well as obtaining any permits, licenses and other approvals from the relevant authorities as necessary. |
| Management structure after acquisition | The splitting company is scheduled to change its corporate name to "株式会社BlueMeme Group" and the successor company to "株式会社BlueMeme" on 1 October 2026. The representative of both companies will be Matsuoka Masanori (松岡 真功). Employee treatment: not disclosed. |
Items this document does not state (21)
Name of the Subject CompanyBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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 purpose is to separate management and oversight functions from business execution functions, in light of issues concerning the timeliness of information disclosure and the internal control system, and thereby improve the group-wide compliance and risk management framework, the accuracy of information gathering, and management transparency.
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