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Absorption-type merger of a consolidated subsidiary (simplified merger and short-form merger)Counterparty (target company)株式会社サニックスインベストメント
Disclosing companySANIX HOLDINGS INCORPORATED
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
Asset management, business investment, and investment advice for Group companies
Location Hakata-ku, Fukuoka City, Fukuoka PrefectureShare capital ¥1 millionDate of incorporation 1 April 2025
Net Sales¥0 million (fiscal year ended March 2026)
Operating profit¥0 million (fiscal year ended March 2026)
Net income for the current fiscal year¥0 million operating loss (fiscal year ended March 2026)
Net assets¥10 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other assets will be delivered in connection with the merger)
Type of ConsiderationNo consideration (no shares, cash or other assets will be delivered in connection with the merger)
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified absorption-type merger under Article 796, Paragraph 2 of the Companies Act, no shareholders meeting to approve the merger will be held.
Management structure after acquisitionThe merger will not result in any changes to the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | Absorption-type merger of a consolidated subsidiary (simplified merger and short-form merger) |
| Counterparty name | 株式会社サニックスインベストメント |
| Name of the Subject Company | 株式会社サニックスインベストメント |
| Business Description of the Subject Company | Asset management, business investment, and investment advice for Group companies |
| Location of the Subject Company | Hakata-ku, Fukuoka City, Fukuoka Prefecture |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 1 April 2025 |
| Net Sales of the Subject Company | ¥0 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥0 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥0 million operating loss (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥10 million (fiscal year ending March 2026) |
| Acquisition price | Not applicable (no shares, cash or other assets will be delivered in connection with the merger) |
| Type of Consideration | No consideration (no shares, cash or other assets will be delivered in connection with the merger) |
| Number of shares acquired | Not applicable (no shares will be delivered in connection with the merger) |
| Voting rights ownership percentage | Before 100％ (after not disclosed) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 29 July 2026 |
| Contract Date | 29 July 2026 |
| Execution Date / Effective Date | 30 September 2026 (予定) |
| Conditions Precedent to Execution | As this is a simplified absorption-type merger under Article 796, Paragraph 2 of the Companies Act, no shareholders meeting to approve the merger will be held. |
| Management structure after acquisition | The merger will not result in any changes to the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end. |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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 the Group's organizational structure has been established to a certain extent and has fulfilled its initial purpose, the Group's structure will be rationalized.
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