Decision and Details
The boards of directors of POVAL KOGYO CO.,LTD. and 株式会社日新製作所Prior disclosure document relating to the merger by absorption
Because this is a merger without consideration between a wholly owned parent company and its subsidiary, and because it constitutes prior disclosure pursuant to the Companies Act.
After the merger takes effect, the assets of the surviving company in the absorption-type merger are expected to substantially exceed its liabilities, and no circumstances are currently anticipated that would impede the fulfillment of its obligations based on its earnings or cash flow.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure document relating to the merger by absorption |
| Decision-Making Body | The boards of directors of POVAL KOGYO CO.,LTD. and 株式会社日新製作所 |
| Decision Date | 21 January 2026 |
| Implementation Date | 1 April 2026 (scheduled effective date) |
| Period Covered | On or after 1 April 2026 (after the merger takes effect) |
| Impact on Business Performance | After the merger takes effect, the assets of the surviving company in the absorption-type merger are expected to substantially exceed its liabilities, and no circumstances are currently anticipated that would impede the fulfillment of its obligations based on its earnings or cash flow. |
| Reason | Because this is a merger without consideration between a wholly owned parent company and its subsidiary, and because it constitutes prior disclosure pursuant to the Companies Act. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 782, Paragraph 1 of the Companies Act; and Article 182 of the Ordinance for Enforcement of the Companies Act. The document also refers to Article 796, Paragraph 2 of the Companies Act regarding simplified mergers and Article 784, Paragraph 1 of the Companies Act regarding short-form mergers. |
| Future plans | The merger is scheduled to take effect on 1 April 2026. If any changes occur to the disclosed matters after the start date of the prior disclosure, the changed matters will be disclosed immediately. |
Items this document does not state (3)
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.Because the merger is between a wholly owned parent company and its subsidiary, no merger consideration will be delivered. Prior disclosure is also being made pursuant to the Companies Act.