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How definitive the wording is.This transaction
This mergerCounterparty (target company)MCP35株式会社
Disclosing companyHybrid Technologies Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
・Consulting on fundraising, finance and general management ・Holding and trading of shares and other investment activities, and other businesses
Location Nakano-ku, TokyoShare capital ¥54,473 (as of 31 March 2026)Date of incorporation 3 February 2025
Net Sales¥1 million (fiscal year ended March 2025)
Operating profit¥240 thousand (fiscal year ended March 2025)
Net income for the current fiscal year¥(2.051) million (fiscal year ended March 2025)
Net assets¥3.929 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNo shares or other cash or assets will be allotted in connection with this merger.
Type of ConsiderationNo consideration (no shares or other cash or assets will be allotted in connection with this merger)
Impact on Business Performance
The impact on the Company's consolidated results will be minor.
Procedures and assumptions
Conditions Precedent to ExecutionThe Company, as the surviving company, will carry out a simplified merger pursuant to Article 796, Paragraph 2 of the Companies Act, while MCP35株式会社, as the dissolving company, will carry out a short-form merger pursuant to Article 784, Paragraph 1 of the Companies Act. The merger is therefore scheduled to proceed without obtaining approval at a shareholders' meeting.
Management structure after acquisitionThere will be no changes to the Company's name, address, representative's title or name, business activities, capital or fiscal year as a result of this merger. MCP35株式会社 will be dissolved, and 株式会社グルーヴ・システム will become a wholly owned subsidiary of the Company. Treatment of employees: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | MCP35株式会社 |
| Name of the Subject Company | MCP35株式会社 |
| Business Description of the Subject Company | ・Consulting on fundraising, finance and general management ・Holding and trading of shares and other investment activities, and other businesses |
| Location of the Subject Company | Nakano-ku, Tokyo |
| Capital Stock of the Subject Company | ¥54,473 (as of 31 March 2026) |
| Date of Establishment of the Subject Company | 3 February 2025 |
| Net Sales of the Subject Company | ¥1 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥240 thousand (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥(2.051) million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥3.929 million (fiscal year ended March 2025) |
| Acquisition price | No shares or other cash or assets will be allotted in connection with this merger. |
| Type of Consideration | No consideration (no shares or other cash or assets will be allotted in connection with this merger) |
| Number of shares acquired | Not applicable (no shares or other cash or assets will be allotted in connection with this merger) |
| Voting rights ownership percentage | Before 100.0% (the Company's ownership interest in MCP35株式会社) → after 100.0% (株式会社グルーヴ・システム will become a wholly owned subsidiary of the Company) |
| Impact on Business Performance | The impact on the Company's consolidated results will be minor. |
| Date of board resolution | 15 June 2026 |
| Contract Date | 15 June 2026 |
| Execution Date / Effective Date | 15 August 2026 (scheduled) |
| Conditions Precedent to Execution | The Company, as the surviving company, will carry out a simplified merger pursuant to Article 796, Paragraph 2 of the Companies Act, while MCP35株式会社, as the dissolving company, will carry out a short-form merger pursuant to Article 784, Paragraph 1 of the Companies Act. The merger is therefore scheduled to proceed without obtaining approval at a shareholders' meeting. |
| Management structure after acquisition | There will be no changes to the Company's name, address, representative's title or name, business activities, capital or fiscal year as a result of this merger. MCP35株式会社 will be dissolved, and 株式会社グルーヴ・システム will become a wholly owned subsidiary of the Company. Treatment of employees: Not disclosed. |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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 Company determined that the merger would contribute to the rationalization of its organization and businesses and the more efficient use of management resources held across the entire group.
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