Worth reading
78Important
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How definitive the wording is.Decision and Details
Both 株式会社ヴェス and 株式会社Sharing InnovationsThe transfer, through an absorption-type company split, to 株式会社Sharing Innovations of the rights and obligations relating to 株式会社ヴェス’s SES business and all issued shares of 株式会社日本技研プロフェッショナルアーキテクト
Decision13 October 2026 (date the absorption-type company split agreement was executed) and 14 October 2026 (date the pre-closing disclosure documents were prepared)
Period CoveredAfter the effective date (the period during which the absorption-type company split remains effective)
Implementation1 December 2026 (scheduled effective date)
Going forwardThe absorption-type company split is scheduled to take effect on 1 December 2026. The required shareholder approvals, creditor protection procedures, regulatory approvals and filings will be completed by the effective date. The effective date of the share exchange is set as 30 November 2026.
AmountConsideration for the split: none; amount of assets and liabilities to be transferred: to be determined based on the balance sheet and other documents as of the day before the effective date
Quantity / scale64 common shares of 株式会社日本技研プロフェッショナルアーキテクト (all issued shares); all 49,700 treasury shares of Sharing Innovations scheduled for cancellation as of the record time
Reason
To transfer 株式会社ヴェス’s SES business and its holdings of JT-PRO shares to 株式会社Sharing Innovations. No consideration for the split will be paid because, on the effective date, the absorption-type company split will be between wholly owned subsidiaries of 株式会社Orchestra Holdings.
Impact on Business Performance
No circumstances are expected to arise that would hinder the performance of the obligations of the split company or successor company after the absorption-type company split, and performance is considered feasible. No amount of the impact on earnings forecasts is stated.
| Item | Details |
|---|---|
| Matter Covered | The transfer, through an absorption-type company split, to 株式会社Sharing Innovations of the rights and obligations relating to 株式会社ヴェス’s SES business and all issued shares of 株式会社日本技研プロフェッショナルアーキテクト |
| Decision-Making Body | Both 株式会社ヴェス and 株式会社Sharing Innovations |
| Decision Date | 13 October 2026 (date the absorption-type company split agreement was executed) and 14 October 2026 (date the pre-closing disclosure documents were prepared) |
| Implementation Date | 1 December 2026 (scheduled effective date) |
| Period Covered | After the effective date (the period during which the absorption-type company split remains effective) |
| Amount | Consideration for the split: none; amount of assets and liabilities to be transferred: to be determined based on the balance sheet and other documents as of the day before the effective date |
| Quantity / scale | 64 common shares of 株式会社日本技研プロフェッショナルアーキテクト (all issued shares); all 49,700 treasury shares of Sharing Innovations scheduled for cancellation as of the record time |
| Impact on Business Performance | No circumstances are expected to arise that would hinder the performance of the obligations of the split company or successor company after the absorption-type company split, and performance is considered feasible. No amount of the impact on earnings forecasts is stated. |
| Reason | To transfer 株式会社ヴェス’s SES business and its holdings of JT-PRO shares to 株式会社Sharing Innovations. No consideration for the split will be paid because, on the effective date, the absorption-type company split will be between wholly owned subsidiaries of 株式会社Orchestra Holdings. |
| Governing Rule | Companies Act, Article 782(1), Article 783(1), Article 784(2), Article 785(1), Article 789, Article 794(1), Article 796(2) and Article 799; Ordinance for Enforcement of the Companies Act, Articles 183 and 192; Ordinance on Company Accounting; Act on Succession to Labor Contracts upon Company Split |
| 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; “Absorption-type Company Split Agreement” and “Merger Agreement (absorption-type merger between 株式会社Sharing Innovations and 株式会社日本技研プロフェッショナルアーキテクト),” dated 13 October 2026 |
| Future plans | The absorption-type company split is scheduled to take effect on 1 December 2026. The required shareholder approvals, creditor protection procedures, regulatory approvals and filings will be completed by the effective date. The effective date of the share exchange is set as 30 November 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To transfer 株式会社ヴェス’s SES business and its holdings of JT-PRO shares to Sharing Innovations. The absorption-type company split is subject to the effectiveness of the share exchange under which Sharing Innovations becomes a wholly owned subsidiary of 株式会社Orchestra Holdings.
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