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How definitive the wording is.Decision and Details
The surviving company and disappearing company (execution of the merger agreement)Absorption-type merger in which 株式会社Sharing Innovations is the surviving company and 株式会社日本技研プロフェッショナルアーキテクト is the disappearing company
Decision13 October 2026 (date the merger agreement was executed)
Period CoveredOn or after 1 December 2026 (after the effective date)
Implementation1 December 2026 (scheduled effective date)
Going forwardThe share exchange is scheduled to take effect on 30 November 2026, followed by the absorption-type merger on 1 December 2026 after the absorption-type company split takes effect. Any changes arising after the start date of the pre-closing disclosure will be disclosed promptly.
AmountMerger consideration: none; disappearing company’s revenue for its most recent fiscal year: ¥680.77 million; operating profit: ¥41.902 million; net income: ¥31.680 million; total assets: ¥446.599 million; total liabilities: ¥148.869 million; net assets: ¥297.729 million
Quantity / scale49,700 treasury shares of the surviving company scheduled for cancellation; 64 issued common shares of the disappearing company; the surviving company is scheduled to hold all issued shares of the disappearing company
Reason
No merger consideration will be paid because the disappearing company is a wholly owned subsidiary of the surviving company.
Impact on Business Performance
The surviving company’s assets are expected to substantially exceed its liabilities after the absorption-type merger, and no circumstances that would hinder the performance of its obligations are currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger in which 株式会社Sharing Innovations is the surviving company and 株式会社日本技研プロフェッショナルアーキテクト is the disappearing company |
| Decision-Making Body | The surviving company and disappearing company (execution of the merger agreement) |
| Decision Date | 13 October 2026 (date the merger agreement was executed) |
| Implementation Date | 1 December 2026 (scheduled effective date) |
| Period Covered | On or after 1 December 2026 (after the effective date) |
| Amount | Merger consideration: none; disappearing company’s revenue for its most recent fiscal year: ¥680.765 million; operating profit: ¥41.902 million; net income: ¥31.680 million; total assets: ¥446.599 million; total liabilities: ¥148.869 million; net assets: ¥297.729 million |
| Quantity / scale | 49,700 treasury shares of the surviving company scheduled for cancellation; 64 issued common shares of the disappearing company; the surviving company is scheduled to hold all issued shares of the disappearing company |
| Impact on Business Performance | The surviving company’s assets are expected to substantially exceed its liabilities after the absorption-type merger, and no circumstances that would hinder the performance of its obligations are currently anticipated. |
| Reason | No merger consideration will be paid because the disappearing company is a wholly owned subsidiary of the surviving company. |
| Governing Rule | Companies Act, Article 794(1), Article 782(1), Article 796(2), Article 783(1), Article 789 and Article 799; Ordinance for Enforcement of the Companies Act, Articles 191 and 182; Financial Instruments and Exchange Act |
| Related previous disclosures | “Share Exchange Agreement (Share Exchange Agreement concerning the acquisition by 株式会社Orchestra Holdings of all shares of 株式会社Sharing Innovations and making it a wholly owned subsidiary),” dated 25 August 2026 |
| Future plans | The share exchange is scheduled to take effect on 30 November 2026, followed by the absorption-type merger on 1 December 2026 after the absorption-type company split takes effect. Any changes arising after the start date of the pre-closing disclosure will be disclosed promptly. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.These documents disclose the contents of the merger agreement, the appropriateness of the merger consideration, financial statements, the expected ability to perform obligations and other matters as statutory pre-closing disclosure for the absorption-type merger under the Companies Act.
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