Decision and Details
Advance disclosure matters relating to the absorption-type merger
As Company A and Company B are a wholly owned parent company and wholly owned subsidiary, respectively, no merger ratio will be established and no consideration will be delivered in connection with the merger.
At present, no circumstances are anticipated regarding Company A's earnings and cash flow after the merger that would impede the performance of its obligations. Company A has determined that it is likely to be able to perform its obligations.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters relating to the absorption-type merger |
| Decision Date | 14 August 2025 (date of execution of the merger agreement) |
| Implementation Date | 1 January 2026 (scheduled effective date; subject to change by agreement between the parties) |
| Amount | Increase in stated capital: ¥0; increase in capital reserve: ¥0; merger consideration: none |
| Quantity / scale | All assets, liabilities, contractual positions and other rights and obligations of 株式会社ネットマイル will be assumed. Company B's employees will be transferred to Company A. |
| Impact on Business Performance | At present, no circumstances are anticipated regarding Company A's earnings and cash flow after the merger that would impede the performance of its obligations. Company A has determined that it is likely to be able to perform its obligations. |
| Reason | As Company A and Company B are a wholly owned parent company and wholly owned subsidiary, respectively, no merger ratio will be established and no consideration will be delivered in connection with the merger. |
| Governing Rule | Article 794, paragraph 1 and Article 799, paragraph 1 of the Companies Act, and Article 27 of the Company Calculation Regulations |
| Future plans | The merger is scheduled to take effect on 1 January 2026. The date may be changed following discussions between Company A and Company B if necessary for the progress of the procedures or for other reasons. |
Items this document does not state (3)
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 owned parent company and its wholly owned subsidiary, no merger ratio will be established and no consideration will be delivered.