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M&A and Subsidiary Changes4935LIBERTA CO.,LTD.Materials and Chemicals

Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger, Abbreviated Merger)

The Company will absorb 株式会社アフラ, its wholly owned subsidiary, through a merger and dissolve 株式会社アフラ. The Company's name, business activities and other details will remain unchanged after the merger.

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This transaction

This merger
Counterparty (target company)株式会社アフラ
Disclosing companyLIBERTA CO.,LTD.
Subject of this transactionNumber of shares acquired Not applicable (the Company already owns all shares of 株式会社アフラ)Voting rights ownership percentage Before 100.00% → after Not applicable (株式会社アフラ will be dissolved)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture and sale of cosmetics, planning and development of health- and beauty-related products and equipment, and planning and development

Location Shibuya, TokyoShare capital ¥10 millionDate of incorporation 13 February 2007
Net Sales¥208 million (fiscal year ended December 2025)
Operating profit¥16 million (fiscal year ended December 2025)
Net income for the current fiscal year¥2 million loss (fiscal year ended December 2025)
Net assets¥123 million (fiscal year ended December 2025)
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 shares or other monetary consideration will be allotted)
Impact on Business Performance

The impact on consolidated results will be immaterial.

Procedures and assumptions
Management structure after acquisitionThe Company's name, location, representative's title and name, business activities, capital and fiscal year-end will remain unchanged after the merger.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社アフラ
Name of the Subject Company株式会社アフラ
Business Description of the Subject CompanyManufacture and sale of cosmetics, planning and development of health- and beauty-related products and equipment, and planning and development
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company13 February 2007
Net Sales of the Subject Company¥208 million (fiscal year ended December 2025)
Operating Profit of the Subject Company¥16 million (fiscal year ended December 2025)
Net Income of the Subject Company¥2 million loss (fiscal year ended December 2025)
Net Assets of the Subject Company¥123 million (fiscal year ended December 2025)
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 shares or other monetary consideration will be allotted)
Number of shares acquiredNot applicable (the Company already owns all shares of 株式会社アフラ)
Voting rights ownership percentageBefore 100.00% → after Not applicable (株式会社アフラ will be dissolved)
Impact on Business PerformanceThe impact on consolidated results will be immaterial.
Date of board resolution15 September 2026
Contract Date15 September 2026
Execution Date / Effective Date1 December 2026 (planned)
Management structure after acquisitionThe Company's name, location, representative's title and name, business activities, capital and fiscal year-end will remain unchanged after the merger.
Items this document does not state (11)
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 CommitteeConditions Precedent to Execution

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 purpose is to enhance management efficiency and corporate value by improving the efficiency of management resources, accelerating decision-making, reducing administrative costs and eliminating overlapping functions within the Group.

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.
Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger, Abbreviated Merger) | LIBERTA CO.,LTD. (4935) timely disclosure | Komori