Decision and Details
Prior disclosure concerning the absorption-type merger of LIBERTA CO.,LTD. and 株式会社クレア
Because this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary
Following the merger, LIBERTA CO.,LTD.'s assets are expected to exceed its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure concerning the absorption-type merger of LIBERTA CO.,LTD. and 株式会社クレア |
| Decision Date | 1 April 2026 (date the merger agreement was executed) |
| Implementation Date | 1 June 2026 (scheduled effective date; subject to change by agreement) |
| Period Covered | On or after 1 June 2026 (on or after the effective date) |
| Amount | Merger consideration: none; increase in stated capital and capital reserve: ¥0 |
| Quantity / scale | All employees of 株式会社クレア will be transferred to LIBERTA (9 employees and 1 temporary employee) |
| Impact on Business Performance | Following the merger, LIBERTA CO.,LTD.'s assets are expected to exceed its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated. |
| Reason | Because this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 191 of the Regulation for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act; and Article 784, Paragraph 1 of the Companies Act |
| Future plans | By the effective date, each party will approve the merger agreement and make the necessary corporate decisions. The merger is scheduled to become effective on 1 June 2026. |
Items this document does not state (2)
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 this is a merger between a wholly owning parent company and its wholly owned subsidiary, it will be carried out without paying consideration to クレア's shareholders, using the simplified merger and short-form merger procedures.