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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社クレア
Disclosing companyLIBERTA CO.,LTD.
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
- Planning, manufacturing and sale of cosmetics - Planning, manufacturing and sale of beauty- and health-related products
Location 2-39-6 Nishi-Ikebukuro, Toshima-ku, TokyoShare capital ¥5 millionDate of incorporation 1 October 2007
Net Sales¥309 million (fiscal year ended September 2025, non-consolidated)
Operating profit–¥8 million (fiscal year ended September 2025, non-consolidated)
Net income for the current fiscal year–¥6 million (fiscal year ended September 2025, non-consolidated)
Net assets¥762 million (fiscal year ended September 2025, non-consolidated)
Consideration and expenses
Acquisition priceNot applicable (no shares or other monetary consideration will be allocated in connection with the merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allocated in connection with the merger)
Merger ratio/share exchange ratioNot applicable (no allocation)
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger and short-form merger, no shareholders' meeting will be held to approve the merger agreement.
Management structure after acquisitionFollowing the merger, there will be no changes to the name, location, title or name of the representative, business activities, capital or fiscal year-end of LIBERTA CO.,LTD.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社クレア |
| Name of the Subject Company | 株式会社クレア |
| Business Description of the Subject Company | - Planning, manufacturing and sale of cosmetics - Planning, manufacturing and sale of beauty- and health-related products |
| Location of the Subject Company | 2-39-6 Nishi-Ikebukuro, Toshima-ku, Tokyo |
| Capital Stock of the Subject Company | ¥5 million |
| Date of Establishment of the Subject Company | 1 October 2007 |
| Net Sales of the Subject Company | ¥309 million (fiscal year ended September 2025, non-consolidated) |
| Operating Profit of the Subject Company | –¥8 million (fiscal year ended September 2025, non-consolidated) |
| Net Income of the Subject Company | –¥6 million (fiscal year ended September 2025, non-consolidated) |
| Net Assets of the Subject Company | ¥762 million (fiscal year ended September 2025, non-consolidated) |
| Acquisition price | Not applicable (no shares or other monetary consideration will be allocated in connection with the merger) |
| Type of Consideration | No consideration (no shares or other monetary consideration will be allocated in connection with the merger) |
| Merger ratio/share exchange ratio | Not applicable (no allocation) |
| Number of shares acquired | All shares of 株式会社クレア (1,000 issued shares) |
| Voting rights ownership percentage | Before 100.00% (after not disclosed) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 1 April 2026 |
| Contract Date | 1 April 2026 |
| Execution Date / Effective Date | 1 June 2026 (予定) |
| Conditions Precedent to Execution | As this is a simplified merger and short-form merger, no shareholders' meeting will be held to approve the merger agreement. |
| Management structure after acquisition | Following the merger, there will be no changes to the name, location, title or name of the representative, business activities, capital or fiscal year-end of LIBERTA CO.,LTD. |
Items this document does not state (10)
Expenses other than the acquisition priceTender 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.To improve management efficiency and corporate value by making more efficient use of management resources, speeding up decision-making, and reducing administrative costs and overlapping functions within the group.
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