Decision and Details
The boards of directors of Bank of Innovation,Inc. and 株式会社KoiniwaAbsorption-type merger with 株式会社Koiniwa
Because this was a merger without consideration between a wholly owned parent company and its subsidiary, and is expected to eliminate Koiniwa’s excess liabilities.
The surviving company is expected to recognize the difference of ¥531 million as a special loss in its standalone financial statements. No impact on consolidated results is stated.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger with 株式会社Koiniwa |
| Decision-Making Body | The boards of directors of Bank of Innovation,Inc. and 株式会社Koiniwa |
| Decision Date | 24 March 2026 |
| Implementation Date | 1 July 2026 (actual implementation date and effective date) |
| Period Covered | On or after 1 July 2026 |
| Amount | Long-term loans to an affiliated company: ¥1,700 million; special loss: ¥531 million (expected to be recognized in the surviving company’s standalone financial statements) |
| Quantity / scale | No applicable matters. |
| Impact on Business Performance | The surviving company is expected to recognize the difference of ¥531 million as a special loss in its standalone financial statements. No impact on consolidated results is stated. |
| Reason | Because this was a merger without consideration between a wholly owned parent company and its subsidiary, and is expected to eliminate Koiniwa’s excess liabilities. |
| Governing Rule | Article 801, Paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act; 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; and Article 784, Paragraph 1 of the Companies Act |
| Related previous disclosures | “Advance Disclosure Document Concerning the Absorption-Type Merger” dated 24 March 2026 |
| Future plans | The company plans to promptly file the application for registration of the changes on or after 1 July 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The document states that this was a merger between a wholly owned parent company and its subsidiary, intended to eliminate Koiniwa’s excess liabilities and enable the surviving company to assume Koiniwa’s rights and obligations through the merger.