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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社撮影ティブ
Disclosing companyINFONET GROUP inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Brand communications design, photography and video production, design production, copywriting and article production, and social media strategy support
Location Minato-ku, TokyoShare capital ¥2 millionDate of incorporation 1 September 2021
Net Sales¥41 million (fiscal year ended March 2025)
Operating profit¥7 million (fiscal year ended March 2025)
Net income for the current fiscal year¥5 million (fiscal year ended March 2025)
Net assets¥8 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNo consideration (no shares or other cash or property will be delivered or allotted)
Type of ConsiderationNo consideration (no shares or other cash or property will be delivered or allotted)
Merger ratio/share exchange ratioNo ratio (no allotment). Surviving company: INFONET inc.; dissolved company: 株式会社撮影ティブ
Amount of extraordinary income (loss)An extraordinary loss (loss on the extinguishment of shares held in the absorbed company) is expected to be recognized. The amount and quarter of recognition are Not disclosed
Impact on Business Performance
The impact on the company’s consolidated results is immaterial
Procedures and assumptions
Valuation methodologyNo valuation report has been obtained from a valuation institution
Independent valuation institutionNo valuation report has been obtained from a valuation institution
Conditions Precedent to ExecutionApproval of the merger at INFONET inc.'s annual general meeting of shareholders. At 株式会社撮影ティブ, shareholder approval is not required because the merger qualifies as a simplified merger under Article 784, Paragraph 1 of the Companies Act
Management structure after acquisitionThere will be no changes to INFONET inc.'s name, location, title or name of its representative, business activities, capital, or fiscal year as a result of this merger. 株式会社撮影ティブ will be dissolved. Employee treatment is Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社撮影ティブ |
| Name of the Subject Company | 株式会社撮影ティブ |
| Business Description of the Subject Company | Brand communications design, photography and video production, design production, copywriting and article production, and social media strategy support |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥2 million |
| Date of Establishment of the Subject Company | 1 September 2021 |
| Net Sales of the Subject Company | ¥41 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥7 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥5 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥8 million (fiscal year ended March 2025) |
| Acquisition price | No consideration (no shares or other cash or property will be delivered or allotted) |
| Type of Consideration | No consideration (no shares or other cash or property will be delivered or allotted) |
| Merger ratio/share exchange ratio | No ratio (no allotment). Surviving company: INFONET inc.; dissolved company: 株式会社撮影ティブ |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Amount of extraordinary income (loss) | An extraordinary loss (loss on the extinguishment of shares held in the absorbed company) is expected to be recognized. The amount and quarter of recognition are Not disclosed |
| Impact on Business Performance | The impact on the company’s consolidated results is immaterial |
| Date of board resolution | 14 April 2026 |
| Contract Date | 14 April 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Valuation methodology | No valuation report has been obtained from a valuation institution |
| Independent valuation institution | No valuation report has been obtained from a valuation institution |
| Conditions Precedent to Execution | Approval of the merger at INFONET inc.'s annual general meeting of shareholders. At 株式会社撮影ティブ, shareholder approval is not required because the merger qualifies as a simplified merger under Article 784, Paragraph 1 of the Companies Act |
| Management structure after acquisition | There will be no changes to INFONET inc.'s name, location, title or name of its representative, business activities, capital, or fiscal year as a result of this merger. 株式会社撮影ティブ will be dissolved. Employee treatment is Not disclosed |
Items this document does not state (8)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountSpecial 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 merger is intended to maximize the use of the management resources of INFONET inc. and 株式会社撮影ティブ, improve management efficiency, and accelerate decision-making.
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