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Statutory disclosure document4431Smaregi,Inc.Information and Communications, Services and Others

Statutory Prior Disclosure Document (Absorption-Type Company Split) (CXDネクスト Co., Ltd.)

Smaregi,Inc. entered into an agreement under which it will succeed to the assets, liabilities, contractual positions and other items relating to 株式会社CXDネクスト's online register business, excluding its SMB support business, through an absorption-type company split. The effective date is 1 December 2026, and the consideration is ¥1.

Worth reading
73In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1
Yen (split consideration)
Wording
Conditional
How definitive the wording is.

Decision and Details

Board of Directors of Smaregi,Inc.; General Meeting of Shareholders of 株式会社CXDネクスト (Smaregi,Inc. will carry out a simplified company split under Article 796, Paragraph 2 of the Companies Act)

Absorption-type company split involving 株式会社CXDネクスト's online register business, excluding its SMB support business

Decision25 September 2026 (date of execution of the absorption-type company split agreement and date of resolution by Smaregi,Inc.'s Board of Directors)
Period Covered株式会社CXDネクスト's non-compete obligation for 2 years from the effective date
Implementation1 December 2026 (scheduled effective date; subject to change by agreement)
Going forward株式会社CXDネクスト plans to obtain approval at its General Meeting of Shareholders and complete other necessary procedures, bringing the absorption-type company split into effect on 1 December 2026. If any changes occur before the effective date, they will be disclosed promptly.
AmountConsideration for the company split: ¥1; Smaregi,Inc.'s consolidated net assets as of the fiscal year ended April 2026: ¥9,612 million; total assets: ¥14,080 million
Quantity / scaleTools, furniture and fixtures: 2 units; inventories: 50 electronic payment terminals, 50 EZ Start Packs, 49 customer displays, 50 hand scanners, 17 gun-type barcode scanners, 10 second-generation tablets, 50 third-generation tablets and 8 printers; 21 patent registrations and 8 trademark registrations
Reason

Following comprehensive consideration of the earnings performance of the business to be succeeded to, the assets, liabilities, rights and obligations involved, and the costs to be borne by Smaregi,Inc. after the succession, the two companies discussed the matter and determined that the consideration for the company split was appropriate.

Impact on Business Performance

No specific amount of the impact on financial results from this absorption-type company split has been disclosed. The company has determined that the obligations are expected to be performed after the effective date.

Decision and Details
ItemDetails
Matter CoveredAbsorption-type company split involving 株式会社CXDネクスト's online register business, excluding its SMB support business
Decision-Making BodyBoard of Directors of Smaregi,Inc.; General Meeting of Shareholders of 株式会社CXDネクスト (Smaregi,Inc. will carry out a simplified company split under Article 796, Paragraph 2 of the Companies Act)
Decision Date25 September 2026 (date of execution of the absorption-type company split agreement and date of resolution by Smaregi,Inc.'s Board of Directors)
Implementation Date1 December 2026 (scheduled effective date; subject to change by agreement)
Period Covered株式会社CXDネクスト's non-compete obligation for 2 years from the effective date
AmountConsideration for the company split: ¥1; Smaregi,Inc.'s consolidated net assets as of the fiscal year ended April 2026: ¥9,612 million; total assets: ¥14,080 million
Quantity / scaleTools, furniture and fixtures: 2 units; inventories: 50 electronic payment terminals, 50 EZ Start Packs, 49 customer displays, 50 hand scanners, 17 gun-type barcode scanners, 10 second-generation tablets, 50 third-generation tablets and 8 printers; 21 patent registrations and 8 trademark registrations
Impact on Business PerformanceNo specific amount of the impact on financial results from this absorption-type company split has been disclosed. The company has determined that the obligations are expected to be performed after the effective date.
ReasonFollowing comprehensive consideration of the earnings performance of the business to be succeeded to, the assets, liabilities, rights and obligations involved, and the costs to be borne by Smaregi,Inc. after the succession, the two companies discussed the matter and determined that the consideration for the company split was appropriate.
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act; Article 758, Items 4, 5, 6 and 8 of the Companies Act; Article 799, Paragraph 1 of the Companies Act; Ordinance on Company Accounting
Related previous disclosuresAbsorption-type merger with 株式会社ネットショップ支援室 based on a resolution of the Board of Directors held on 13 February 2026 (referenced in the body; not stated in the title)
Future plans株式会社CXDネクスト plans to obtain approval at its General Meeting of Shareholders and complete other necessary procedures, bringing the absorption-type company split into effect on 1 December 2026. If any changes occur before the effective date, they will be disclosed promptly.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

Following comprehensive consideration of the earnings performance of the business to be succeeded to, the assets, liabilities, rights and obligations involved, and the costs to be borne after the succession, Smaregi and 株式会社CXDネクスト discussed the matter and determined that the consideration for the company split was appropriate.

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Statutory Prior Disclosure Document (Absorption-Type Company Split) (CXDネクスト Co., Ltd.) | Smaregi,Inc. (4431) timely disclosure | Komori