Decision and Details
Not stated (both companies executed the merger agreement)Absorption-type merger in which 株式会社Sharing Innovations is the surviving company and 株式会社SALTO is the disappearing company
To merge two wholly owned subsidiaries of Orchestra Holdings. The share exchange under which Sharing Innovations becomes a wholly owned subsidiary of Orchestra Holdings is a condition precedent.
The surviving company’s assets are expected to substantially exceed its liabilities after the merger, and no circumstances that would hinder the performance of its obligations are currently anticipated. No specific amount of the impact on results is stated.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger in which 株式会社Sharing Innovations is the surviving company and 株式会社SALTO is the disappearing company |
| Decision-Making Body | Not stated (both companies executed the merger agreement) |
| Decision Date | 13 October 2026 (date the merger agreement was executed) |
| Implementation Date | 1 December 2026 (scheduled effective date; subject to change) |
| Amount | Merger consideration: none; SALTO’s revenue for its most recent fiscal year: ¥2,265.134 million; operating profit: ¥116.014 million; net income: ¥88.717 million; total assets: ¥759.114 million; total liabilities: ¥529.013 million; net assets: ¥230.100 million |
| Quantity / scale | 49,700 treasury shares of Sharing Innovations scheduled for cancellation; 120 issued common shares of SALTO and 6 treasury shares; voting rights held in SALTO (Salto Vietnam Co., Ltd.): 100% |
| Impact on Business Performance | The surviving company’s assets are expected to substantially exceed its liabilities after the merger, and no circumstances that would hinder the performance of its obligations are currently anticipated. No specific amount of the impact on results is stated. |
| Reason | To merge two wholly owned subsidiaries of Orchestra Holdings. The share exchange under which Sharing Innovations becomes a wholly owned subsidiary of Orchestra Holdings is a condition precedent. |
| Governing Rule | Companies Act, Article 794(1), Article 782(1), Article 783(1), Article 785(1), Article 789, Article 790(2), Article 796(2), Article 799 and Article 319(1); Ordinance for Enforcement of the Companies Act, Articles 191 and 182 |
| 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, and the absorption-type merger on 1 December 2026. SALTO will obtain shareholder approval for the merger agreement by the day before the effective date. Both companies will conduct creditor protection procedures. Any changes to these matters arising after the start date of the pre-closing disclosure will be disclosed promptly. |
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 absorption-type merger will be carried out to merge two wholly owned subsidiaries of Orchestra Holdings, subject to the effectiveness of the share exchange between Orchestra Holdings and Sharing Innovations. It is explained that, after the merger, the surviving company’s assets are expected to substantially exceed its liabilities and that no circumstances that would hinder the performance of its obligations are currently anticipated.