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M&A and Subsidiary Changes4446Link-U Group Inc.Information and Communications, Services and Others

Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger, Abbreviated Merger)

The Company will absorb 株式会社 Link-U Marketing, its wholly owned subsidiary, and the latter will cease to exist. As a result, the Company will inherit the shares of Romanz, a subsidiary of 株式会社 Link-U Marketing, and Romanz is expected to become a consolidated subsidiary of the Company.

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This transaction

This merger
Counterparty (target company)株式会社 Link-U Marketing
Disclosing companyLink-U Group Inc.
Subject of this transactionVoting rights ownership percentage Before 100% → after Not applicable (Link-U Marketing will cease to exist as a result of the merger)
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

Marketing Business

Location Chiyoda-ku, TokyoShare capital ¥1 millionDate of incorporation 25 March 2024
Net SalesNot disclosed because this is an intra-group reorganization involving a wholly owned subsidiary
Operating profitNot disclosed because this is an intra-group reorganization involving a wholly owned subsidiary
Net income for the current fiscal yearNot disclosed because this is an intra-group reorganization involving a wholly owned subsidiary
Net assetsNot disclosed because this is an intra-group reorganization involving a wholly owned subsidiary
Consideration and expenses
Acquisition priceNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Impact on Business Performance

The merger will have no impact on the Company's consolidated financial results.

Procedures and assumptions
Conditions Precedent to ExecutionThe Merger will be carried out without obtaining approval at a general meeting of shareholders. For the Company, it constitutes a simplified merger under Article 796, Paragraph 2 of the Companies Act, and for Link-U Marketing, it constitutes a short-form merger under Article 784, Paragraph 1 of the same Act.
Management structure after acquisitionThe Merger will not result in any changes to the Company's name, location, representative, representative's title or name, business activities, stated capital or fiscal year-end. In addition, the Company will inherit the shares of 株式会社 Romanz, a subsidiary of Link-U Marketing, and Romanz is expected to become a consolidated subsidiary of the Company.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社 Link-U Marketing
Name of the Subject Company株式会社 Link-U Marketing
Business Description of the Subject CompanyMarketing Business
Location of the Subject CompanyChiyoda-ku, Tokyo
Capital Stock of the Subject Company¥1 million
Date of Establishment of the Subject Company25 March 2024
Net Sales of the Subject CompanyNot disclosed because this is an intra-group reorganization involving a wholly owned subsidiary
Operating Profit of the Subject CompanyNot disclosed because this is an intra-group reorganization involving a wholly owned subsidiary
Net Income of the Subject CompanyNot disclosed because this is an intra-group reorganization involving a wholly owned subsidiary
Net Assets of the Subject CompanyNot disclosed because this is an intra-group reorganization involving a wholly owned subsidiary
Acquisition priceNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Voting rights ownership percentageBefore 100% → after Not applicable (Link-U Marketing will cease to exist as a result of the merger)
Impact on Business PerformanceThe merger will have no impact on the Company's consolidated financial results.
Date of board resolution22 July 2026
Contract Date31 August 2026 (scheduled)
Execution Date / Effective Date1 November 2026 (予定)
Conditions Precedent to ExecutionThe Merger will be carried out without obtaining approval at a general meeting of shareholders. For the Company, it constitutes a simplified merger under Article 796, Paragraph 2 of the Companies Act, and for Link-U Marketing, it constitutes a short-form merger under Article 784, Paragraph 1 of the same Act.
Management structure after acquisitionThe Merger will not result in any changes to the Company's name, location, representative, representative's title or name, business activities, stated capital or fiscal year-end. In addition, the Company will inherit the shares of 株式会社 Romanz, a subsidiary of Link-U Marketing, and Romanz is expected to become a consolidated subsidiary of the Company.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.

As part of optimizing the Group structure for the execution of the next medium-term management plan, the Company aims to enhance the Group's overall corporate value by speeding up decision-making, concentrating management resources and improving the efficiency of administrative functions.

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Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger, Abbreviated Merger) | Link-U Group Inc. (4446) timely disclosure | Komori