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Statutory disclosure document4651SANIX HOLDINGS INCORPORATEDInformation and Communications, Services and Others

Statutory Advance Disclosure Document (Absorption-Type Merger) (株式会社サニックスインベストメント)

サニックスホールディングス will absorb 株式会社サニックスインベストメント, which it wholly owns. The merger is scheduled to take effect on 30 September 2026, and no merger consideration will be paid.

Worth reading
71In focus
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Direction
Neutral
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Scale
13
¥ millions (assets scheduled to be transferred)
Wording
Conditional
How definitive the wording is.

Decision and Details

Advance disclosure matters relating to the absorption-type merger

Decision29 July 2026 (date of execution of the absorption-type merger agreement)
Implementation30 September 2026 (scheduled effective date)
Going forwardThe absorption-type merger is scheduled to take effect on 30 September 2026; before the effective date, 株式会社サニックスインベストメント is scheduled to sell the equity securities it holds on the market.
AmountAssets to be assumed: ¥13 million; liabilities to be assumed: ¥2 million; assets of the surviving company: ¥23,391 million; liabilities: ¥18,524 million (as of 31 March 2026); total book value at the end of the previous fiscal year of the equity securities held by the absorbed company: ¥13 million
Quantity / scale2 thousand common shares of Japan Airlines Co., Ltd. and 4 thousand common shares of 株式会社スターフライヤー; no merger consideration will be paid
Reason

Prior disclosure as prescribed in Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act; because we hold all of the issued shares of 株式会社サニックスインベストメント, no shares or other monetary consideration will be delivered.

Impact on Business Performance

No circumstances that would hinder the performance of obligations are currently expected with respect to earnings and cash flows after the merger; assets and liabilities to be assumed will be ¥13 million and ¥2 million, respectively.

Decision and Details
ItemDetails
Matter CoveredAdvance disclosure matters relating to the absorption-type merger
Decision Date29 July 2026 (date of execution of the absorption-type merger agreement)
Implementation Date30 September 2026 (scheduled effective date)
AmountAssets to be assumed: ¥13 million; liabilities to be assumed: ¥2 million; assets of the surviving company: ¥23,391 million; liabilities: ¥18,524 million (as of 31 March 2026); total book value at the end of the previous fiscal year of the equity securities held by the absorbed company: ¥13 million
Quantity / scale2 thousand common shares of Japan Airlines Co., Ltd. and 4 thousand common shares of 株式会社スターフライヤー; no merger consideration will be paid
Impact on Business PerformanceNo circumstances that would hinder the performance of obligations are currently expected with respect to earnings and cash flows after the merger; assets and liabilities to be assumed will be ¥13 million and ¥2 million, respectively.
ReasonPrior disclosure as prescribed in Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act; because we hold all of the issued shares of 株式会社サニックスインベストメント, no shares or other monetary consideration will be delivered.
Governing RuleArticle 794, paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act
Future plansThe absorption-type merger is scheduled to take effect on 30 September 2026; before the effective date, 株式会社サニックスインベストメント is scheduled to sell the equity securities it holds on the market.
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated previous disclosures

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.

This prior disclosure is made pursuant to Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act, to explain the assumption of the assets held by 株式会社サニックスインベストメント and the expected ability to perform its obligations after the merger.

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Statutory Advance Disclosure Document (Absorption-Type Merger) (株式会社サニックスインベストメント) | SANIX HOLDINGS INCORPORATED (4651) timely disclosure | Komori