Decision and Details
Lawful corporate decisions by A and B (specific corporate bodies Not disclosed)Post-merger disclosure relating to the absorption-type merger in which 株式会社PM Club was the absorbed company that ceased to exist
Because the company and the absorbed company that ceased to exist were in a wholly owned parent-subsidiary relationship; because this was a simplified merger and an abbreviated merger
No circumstances that would currently hinder the performance of the company's obligations have been identified, and it has been determined that the obligations are expected to be performed; the specific impact on financial results is Not disclosed
| Item | Details |
|---|---|
| Matter Covered | Post-merger disclosure relating to the absorption-type merger in which 株式会社PM Club was the absorbed company that ceased to exist |
| Decision-Making Body | Lawful corporate decisions by A and B (specific corporate bodies Not disclosed) |
| Decision Date | 16 December 2025 (date the absorption-type merger agreement was executed) |
| Implementation Date | 1 April 2026 (effective date; completed) |
| Period Covered | From 1 April 2026 onward (succession to rights and obligations following the merger) |
| Amount | OpenWork Inc.'s assets as of 31 December 2025: ¥8,406,806 thousand; liabilities: ¥1,538,334 thousand; merger consideration: none |
| Quantity / scale | All shares of 株式会社PM Club (number of shares Not disclosed) |
| Impact on Business Performance | No circumstances that would currently hinder the performance of the company's obligations have been identified, and it has been determined that the obligations are expected to be performed; the specific impact on financial results is Not disclosed |
| Reason | Because the company and the absorbed company that ceased to exist were in a wholly owned parent-subsidiary relationship; because this was a simplified merger and an abbreviated merger |
| Governing Rule | Article 801, Paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Articles 789, 796, Paragraph 2, and 799 of the Companies Act; Article 794, Paragraph 1 of the Companies Act; and Article 191 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | “Pre-Merger Disclosure Documents Relating to the Absorption-Type Merger” dated 25 February 2026 |
| Future plans | Registration of the change resulting from the absorption-type merger is scheduled for 10 April 2026 |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Because the companies were in a wholly owned parent-subsidiary relationship, the merger was carried out without paying merger consideration, using the procedures for a simplified merger and an abbreviated merger.