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Statutory disclosure document4689LY CorporationInformation and Communications, Services and Others

Statutory Advance Disclosure Document (Merger) (LINE Healthcare Corporation)

LY Corporation will absorb and merge LINEヘルスケア株式会社, its wholly owned subsidiary, and LINEヘルスケア株式会社 will be dissolved. No merger consideration, including shares or cash, will be issued, and LY Corporation’s stated capital and legal reserves will not increase.

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Decision and Details

LY Corporation and LINEヘルスケア株式会社

Absorption-type merger in which LY Corporation is the surviving company and LINEヘルスケア株式会社 is the disappearing company

Decision1 July 2026 (date of execution of the absorption-type merger agreement)
Period CoveredOn or after 1 September 2026
Implementation1 September 2026 (scheduled effective date)
Going forwardThe absorption-type merger is scheduled to take effect on 1 September 2026. If necessary, the effective date may be changed by agreement between the two companies. If a material change or other significant event occurs, the merger terms may be amended or the agreement may be terminated.
AmountMerger consideration: none; LY Corporation’s stated capital and legal reserves: no increase; LY Corporation’s assets: ¥3,782,588 million; LY Corporation’s liabilities: ¥1,551,601 million; LINEヘルスケア株式会社’s assets: ¥356,793 thousand; LINEヘルスケア株式会社’s liabilities: ¥1,486,504 thousand
Quantity / scaleLINEヘルスケア株式会社 is a wholly owned subsidiary of LY Corporation, which holds all of its issued shares
Reason

LINEヘルスケア株式会社 is a wholly owned subsidiary of LY Corporation, and there are no minority shareholders. LY Corporation is expected to be able to perform its obligations after the absorption-type merger.

Impact on Business Performance

LY Corporation’s assets are expected to continue to substantially exceed its liabilities after the effective date, and no event that would impede the performance of its obligations is currently expected to occur

Decision and Details
ItemDetails
Matter CoveredAbsorption-type merger in which LY Corporation is the surviving company and LINEヘルスケア株式会社 is the disappearing company
Decision-Making BodyLY Corporation and LINEヘルスケア株式会社
Decision Date1 July 2026 (date of execution of the absorption-type merger agreement)
Implementation Date1 September 2026 (scheduled effective date)
Period CoveredOn or after 1 September 2026
AmountMerger consideration: none; LY Corporation’s stated capital and legal reserves: no increase; LY Corporation’s assets: ¥3,782,588 million; LY Corporation’s liabilities: ¥1,551,601 million; LINEヘルスケア株式会社’s assets: ¥356,793 thousand; LINEヘルスケア株式会社’s liabilities: ¥1,486,504 thousand
Quantity / scaleLINEヘルスケア株式会社 is a wholly owned subsidiary of LY Corporation, which holds all of its issued shares
Impact on Business PerformanceLY Corporation’s assets are expected to continue to substantially exceed its liabilities after the effective date, and no event that would impede the performance of its obligations is currently expected to occur
ReasonLINEヘルスケア株式会社 is a wholly owned subsidiary of LY Corporation, and there are no minority shareholders. LY Corporation is expected to be able to perform its obligations after the absorption-type merger.
Governing RuleCompanies Act, Article 782, paragraph 1; Companies Act, Article 794, paragraph 1; Companies Act Enforcement Regulations, Article 182; Companies Act Enforcement Regulations, Article 191; Companies Act, Article 784, paragraph 1; Companies Act, Article 796, paragraph 2; Companies Act, Article 795, paragraph 1; Companies Act, Article 319, paragraph 1; Companies Accounting Regulations, Article 2, paragraph 3, item 36
Future plansThe absorption-type merger is scheduled to take effect on 1 September 2026. If necessary, the effective date may be changed by agreement between the two companies. If a material change or other significant event occurs, the merger terms may be amended or the agreement may be terminated.
Items this document does not state (1)
Related 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.

The company explains that it is appropriate not to issue merger consideration because LINEヘルスケア株式会社 is a wholly owned subsidiary of LY Corporation, which holds all of its issued shares. It also states that LY Corporation’s assets are expected to continue to substantially exceed its liabilities after the effective date, and that no event is currently expected to impede the performance of its obligations.

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Statutory Advance Disclosure Document (Merger) (LINE Healthcare Corporation) | LY Corporation (4689) timely disclosure | Komori