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Board of Directors (describes the execution of the merger agreement dated 14 November 2025; the body that executed the merger agreement is not expressly identified)Post-closing disclosure document relating to the absorption-type merger
Decision14 November 2025 (date of execution of the merger agreement)
Implementation1 April 2026 (effective date of the merger; completed)
Going forwardThe change registration under Article 921 of the Companies Act is scheduled to be completed on 1 April 2026. The gain on sale of fixed assets of approximately ¥128 million is expected to be recorded as extraordinary income in the consolidated financial statements for the fiscal year ending March 2026.
AmountMerger consideration: none; gain on sale of fixed assets: approximately ¥128 million (expected to be recorded as extraordinary income in the consolidated financial statements for the fiscal year ending March 2026)
Quantity / scaleAll issued shares of the absorbed company; shareholders of the absorbed company: 1 surviving company; creditors who filed objections: 0
Reason
Because the surviving company holds all of the issued shares of the absorbed company, no merger consideration will be issued to the shareholders of the absorbed company.
Impact on Business Performance
The gain on sale of fixed assets of approximately ¥128 million is expected to be recorded as extraordinary income in the consolidated financial statements for the fiscal year ending March 2026. The impact of the merger itself on financial results is not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Post-closing disclosure document relating to the absorption-type merger |
| Decision-Making Body | Board of Directors (describes the execution of the merger agreement dated 14 November 2025; the body that executed the merger agreement is not expressly identified) |
| Decision Date | 14 November 2025 (date of execution of the merger agreement) |
| Implementation Date | 1 April 2026 (effective date of the merger; completed) |
| Amount | Merger consideration: none; gain on sale of fixed assets: approximately ¥128 million (expected to be recorded as extraordinary income in the consolidated financial statements for the fiscal year ending March 2026) |
| Quantity / scale | All issued shares of the absorbed company; shareholders of the absorbed company: 1 surviving company; creditors who filed objections: 0 |
| Impact on Business Performance | The gain on sale of fixed assets of approximately ¥128 million is expected to be recorded as extraordinary income in the consolidated financial statements for the fiscal year ending March 2026. The impact of the merger itself on financial results is not disclosed. |
| Reason | Because the surviving company holds all of the issued shares of the absorbed company, no merger consideration will be issued to the shareholders of the absorbed company. |
| Governing Rule | Article 801, Paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Articles 784-2, 785, 787, 789, 796-2, 796, Paragraph 2, 797, 799 and 782, Paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 794, Paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 921 of the Companies Act; Financial Instruments and Exchange Act |
| Related previous disclosures | Merger agreement dated 14 November 2025 (title not specified); resolution to transfer fixed assets at the Board of Directors meeting held on 17 December 2025 |
| Future plans | The change registration under Article 921 of the Companies Act is scheduled to be completed on 1 April 2026. The gain on sale of fixed assets of approximately ¥128 million is expected to be recorded as extraordinary income in the consolidated financial statements for the fiscal year ending March 2026. |
Items this document does not state (1)
Period Covered
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.Because HABA LABORATORIES,INC. holds all of the issued shares of ハーバーコスメティクス株式会社, it conducted the merger by absorption without issuing any merger consideration.
How to read this page
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.