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How definitive the wording is.This transaction
This mergerCounterparty (target company)CINC Capital Co., Ltd.
Disclosing companyCINC Corp.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
M&A advisory services and related businesses
Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 1 November 2024
Net Sales¥0 (fiscal year ended October 2025)
Operating profitOperating loss of ¥222 million (fiscal year ended October 2025)
Net income for the current fiscal yearNet loss of ¥227 million (fiscal year ended October 2025)
Net assetsNet assets of ¥214 million (fiscal year ended October 2025)
Consideration and expenses
Acquisition priceNot applicable (no shares will be issued and no cash or other consideration will be paid or allotted in connection with the merger)
Type of ConsiderationNo consideration (no shares issued and no cash or other consideration paid or allotted)
Merger ratio/share exchange ratioNot applicable (the company will be the surviving company in the absorption-type merger, CINC Capital will be the absorbed company, and no allotment will be made)
Amount of extraordinary income (loss)Possibility of recognizing an extraordinary loss or other item (amount and timing of recognition not disclosed)
Impact on Business Performance
The impact on the consolidated performance of the group as a whole will be immaterial. The company's non-consolidated financial statements may include recognition of an extraordinary loss or other item. If a material impact becomes apparent, it will be disclosed promptly.
Procedures and assumptions
Conditions Precedent to ExecutionThe company will use a simplified merger procedure and CINC Capital will use a short-form merger procedure, so neither company will hold a shareholders' meeting to approve the merger agreement.
Management structure after acquisitionFollowing the merger, there will be no changes to the company's corporate name, location, representative's title or name, business activities, stated capital or fiscal year-end. CINC Capital will be dissolved.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | CINC Capital Co., Ltd. |
| Name of the Subject Company | CINC Capital Co., Ltd. |
| Business Description of the Subject Company | M&A advisory services and related businesses |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 1 November 2024 |
| Net Sales of the Subject Company | ¥0 (fiscal year ended October 2025) |
| Operating Profit of the Subject Company | Operating loss of ¥222 million (fiscal year ended October 2025) |
| Net Income of the Subject Company | Net loss of ¥227 million (fiscal year ended October 2025) |
| Net Assets of the Subject Company | Net assets of ¥214 million (fiscal year ended October 2025) |
| Acquisition price | Not applicable (no shares will be issued and no cash or other consideration will be paid or allotted in connection with the merger) |
| Type of Consideration | No consideration (no shares issued and no cash or other consideration paid or allotted) |
| Merger ratio/share exchange ratio | Not applicable (the company will be the surviving company in the absorption-type merger, CINC Capital will be the absorbed company, and no allotment will be made) |
| Number of shares acquired | Not applicable (no shares will be issued and no cash or other consideration will be paid or allotted in connection with the merger) |
| Voting rights ownership percentage | Before 100％ (after not disclosed) |
| Amount of extraordinary income (loss) | Possibility of recognizing an extraordinary loss or other item (amount and timing of recognition not disclosed) |
| Impact on Business Performance | The impact on the consolidated performance of the group as a whole will be immaterial. The company's non-consolidated financial statements may include recognition of an extraordinary loss or other item. If a material impact becomes apparent, it will be disclosed promptly. |
| Date of board resolution | 14 September 2026 |
| Contract Date | 14 September 2026 |
| Execution Date / Effective Date | 1 November 2026 (予定) |
| Conditions Precedent to Execution | The company will use a simplified merger procedure and CINC Capital will use a short-form merger procedure, so neither company will hold a shareholders' meeting to approve the merger agreement. |
| Management structure after acquisition | Following the merger, there will be no changes to the company's corporate name, location, representative's title or name, business activities, stated capital or fiscal year-end. CINC Capital will be dissolved. |
Items this document does not state (9)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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 transaction is intended to integrate and reorganize CINC Capital's business within the company in order to improve the efficiency of group management, accelerate decision-making and reduce administrative costs.
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