Decision and Details
The boards of directors of both companiesAbsorption-type merger between Bank of Innovation,Inc. and 株式会社Koiniwa
Because this is a merger between a wholly owning parent company and its wholly owned subsidiary and will be conducted without consideration. To eliminate Koiniwa’s negative net worth through the waiver of the long-term loan to the affiliate.
The surviving company in the absorption-type merger is expected to recognize the difference of ¥531 million as an extraordinary loss in its non-consolidated financial statements. Koiniwa’s negative net worth is expected to be eliminated. The impact on consolidated results is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger between Bank of Innovation,Inc. and 株式会社Koiniwa |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 24 March 2026 |
| Implementation Date | 1 July 2026 (scheduled; effective date of the absorption-type merger) |
| Period Covered | On or after 1 July 2026 (on or after the effective date) |
| Amount | Waiver of long-term loan to the affiliate: ¥1,700 million; allowance for doubtful accounts for the affiliate already recorded: ¥1,168 million; extraordinary loss expected to be recognized in the non-consolidated financial statements: ¥531 million |
| Quantity / scale | 1,000 issued common shares of 株式会社Koiniwa |
| Impact on Business Performance | The surviving company in the absorption-type merger is expected to recognize the difference of ¥531 million as an extraordinary loss in its non-consolidated financial statements. Koiniwa’s negative net worth is expected to be eliminated. The impact on consolidated results is Not disclosed. |
| Reason | Because this is a merger between a wholly owning parent company and its wholly owned subsidiary and will be conducted without consideration. To eliminate Koiniwa’s negative net worth through the waiver of the long-term loan to the affiliate. |
| 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; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2 of the Companies Act; and Article 784, paragraph 1 of the Companies Act |
| Future plans | The long-term loan to the affiliate of ¥1,700 million is scheduled to be waived on 30 June 2026, followed by the absorption-type merger on 1 July 2026. Any changes to these matters 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.As this is a merger between a wholly owning parent company and its wholly owned subsidiary, it will be conducted as a merger without consideration, with no merger consideration to be delivered. In addition, the long-term loan to the affiliate will be waived before the merger to eliminate Koiniwa’s negative net worth.