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Statutory disclosure document4935LIBERTA CO.,LTD.Materials and Chemicals

Statutory Post-Merger Disclosure Document (Absorption-Type Merger) (株式会社クレア)

LIBERTA CO.,LTD. completed an absorption-type merger with its wholly owned subsidiary, 株式会社クレア, and assumed all of 株式会社クレア's rights and obligations, including its assets and liabilities. The effective date of the merger was 1 June 2026. No merger consideration was paid, and LIBERTA CO.,LTD.'s stated capital and reserves did not increase.

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Decision and Details

An absorption-type merger in which LIBERTA CO.,LTD. was the surviving company and 株式会社クレア was the absorbed company

Decision1 April 2026 (date the merger agreement was executed)
Implementation1 June 2026 (effective date; actual)
Going forwardRegistration of the changes arising from the absorption-type merger is scheduled for 1 June 2026.
AmountMerger consideration: none; increase in the stated capital and reserves of the surviving company: none
Quantity / scaleAll of 株式会社クレア's assets, liabilities and other rights and obligations were assumed. All of 株式会社クレア's employees were transferred.
Reason

This was a merger without consideration between a wholly owned parent company and its subsidiary. The company identified the effective utilization of business management expertise and resources within the group, strengthening the business base, and improving earning power as its objectives.

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.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type merger in which LIBERTA CO.,LTD. was the surviving company and 株式会社クレア was the absorbed company
Decision Date1 April 2026 (date the merger agreement was executed)
Implementation Date1 June 2026 (effective date; actual)
AmountMerger consideration: none; increase in the stated capital and reserves of the surviving company: none
Quantity / scaleAll of 株式会社クレア's assets, liabilities and other rights and obligations were assumed. All of 株式会社クレア's employees were transferred.
Impact on Business PerformanceFollowing 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.
ReasonThis was a merger without consideration between a wholly owned parent company and its subsidiary. The company identified the effective utilization of business management expertise and resources within the group, strengthening the business base, and improving earning power as its objectives.
Governing RuleArticle 789, paragraph 2; Article 794, paragraph 1; Article 795, paragraph 1; Article 796, paragraphs 2 and 3; Article 797, paragraph 4; Article 799, paragraphs 2 and 3 of the Companies Act; Articles 191 and 200 of the Ordinance for Enforcement of the Companies Act; and Articles 4 and 5 of the Articles of Incorporation
Future plansRegistration of the changes arising from the absorption-type merger is scheduled for 1 June 2026.
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated 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.

This was a merger without consideration between a wholly owned parent company and its subsidiary. The company identified the utilization of resources within the group, strengthening the business base, and improving earning power as its objectives.

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Statutory Post-Merger Disclosure Document (Absorption-Type Merger) (株式会社クレア) | LIBERTA CO.,LTD. (4935) timely disclosure | Komori