Decision and Details
Absorption-type company split involving the DX business centered on low-code technology and agile methodologies
The transaction is intended to expand the customer network, leverage diverse human resources and utilize know-how in the DX business. In addition, because the absorption-type company split company holds all of the issued shares of the successor company, it was deemed appropriate not to pay consideration.
Following the effective date, the assets of both companies are expected to substantially exceed their liabilities, and no situation that would hinder the performance of their obligations is currently anticipated. Impact on earnings forecasts: Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split involving the DX business centered on low-code technology and agile methodologies |
| Decision Date | 29 May 2026 (date the absorption-type company split agreement was signed) |
| Implementation Date | 1 October 2026 (scheduled; effective date) |
| Period Covered | On or after 1 October 2026 (after the effective date) |
| Amount | Opening balance sheet of 株式会社ローコード: cash and deposits ¥1,000,000, capital ¥1,000,000, total assets ¥1,000,000, total liabilities and net assets ¥1,000,000 |
| Quantity / scale | The successor company holds all of the issued shares of 株式会社BlueMeme; the assets, liabilities, employment contracts and other rights and obligations belonging to this business will be transferred |
| Impact on Business Performance | Following the effective date, the assets of both companies are expected to substantially exceed their liabilities, and no situation that would hinder the performance of their obligations is currently anticipated. Impact on earnings forecasts: Not disclosed |
| Reason | The transaction is intended to expand the customer network, leverage diverse human resources and utilize know-how in the DX business. In addition, because the absorption-type company split company holds all of the issued shares of the successor company, it was deemed appropriate not to pay consideration. |
| Governing Rule | Article 782, Paragraph 1 of the Companies Act; Article 794, Paragraph 1 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | “Notice Regarding Capital and Business Alliance and Establishment of a Subsidiary” dated 20 May 2025; “(Progress of Disclosed Matters) Notice Regarding Capital and Business Alliance and Establishment of a Subsidiary” dated 27 May 2025; “(Progress of Disclosed Matters) Notice Regarding Change to the Schedule for Announcing Financial Results for the Fiscal Year Ended March 2026 (Background and Tentative Impact Amounts Through Prior Fiscal Years)” dated 28 May 2026; “Notice Regarding the Establishment of a Special Investigation Committee” dated 11 June 2026 |
| Future plans | The effective date is scheduled for 1 October 2026. The two companies plan to obtain the necessary shareholder meeting resolutions by the day before the effective date. If approval is not obtained at a shareholder meeting or the agreement is terminated, this agreement will cease to be effective. |
Items this document does not state (1)
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 transaction is intended to expand the customer network beyond the existing group framework and to leverage diverse human resources and know-how in the DX business. As the absorption-type company split company holds all of the issued shares of the successor company, the decision not to pay consideration was deemed appropriate.