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Conditional
How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)LINE Healthcare Corporation
Disclosing companyLY Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Internet-based medical and healthcare-related businesses, among others
Location Chiyoda-ku, TokyoShare capital ¥100 millionDate of incorporation 4 January 2019
Net Sales¥0.2 million (fiscal year ended March 2026)
Operating profitNet loss of ¥38 million (fiscal year ended March 2026)
Net income for the current fiscal yearNet loss of ¥38 million (fiscal year ended March 2026)
Net assetsNet assets of negative ¥1,130 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNone (no shares, cash or other consideration will be allocated)
Type of ConsiderationNo consideration (no shares or other monetary consideration allocated)
Impact on Business Performance
The impact on the Company's consolidated results will be immaterial. The Company expects the merger to reduce its tax burden in the current fiscal year.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be carried out without obtaining approval of the merger agreement by a shareholders meeting (simplified merger and short-form merger).
Management structure after acquisitionLINE Healthcare Corporation will be dissolved. The merger will not result in any changes to the Company's name, location, titles or names of its representative officers, business activities, capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | LINE Healthcare Corporation |
| Name of the Subject Company | LINE Healthcare Corporation |
| Business Description of the Subject Company | Internet-based medical and healthcare-related businesses, among others |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million |
| Date of Establishment of the Subject Company | 4 January 2019 |
| Net Sales of the Subject Company | ¥0.2 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Net loss of ¥38 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | Net loss of ¥38 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | Net assets of negative ¥1,130 million (fiscal year ended March 2026) |
| Acquisition price | None (no shares, cash or other consideration will be allocated) |
| Type of Consideration | No consideration (no shares or other monetary consideration allocated) |
| Voting rights ownership percentage | Before 100% → after Not applicable (LINE Healthcare Corporation will be dissolved) |
| Impact on Business Performance | The impact on the Company's consolidated results will be immaterial. The Company expects the merger to reduce its tax burden in the current fiscal year. |
| Date of board resolution | 1 July 2026 |
| Contract Date | 1 July 2026 (scheduled) |
| Execution Date / Effective Date | 1 September 2026 (scheduled) |
| Conditions Precedent to Execution | The merger will be carried out without obtaining approval of the merger agreement by a shareholders meeting (simplified merger and short-form merger). |
| Management structure after acquisition | LINE Healthcare Corporation will be dissolved. The merger will not result in any changes to the Company's name, location, titles or names of its representative officers, business activities, capital or fiscal year-end. |
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.To consolidate overlapping business areas and promote the selective allocation and concentration of management resources in core businesses with a view to expanding group synergies. The merger will also streamline the group's management structure following the termination of the online medical consultation service.
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