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Statutory disclosure document5139OpenWork Inc.Information and Communications, Services and Others

Statutory Post-Merger Disclosure Document (Absorption-Type Merger) (株式会社PM Club)

OpenWork Inc. absorbed its wholly owned subsidiary, 株式会社PM Club, and on 1 April 2026 assumed all of its rights and obligations, including its assets and liabilities. No merger consideration was paid, and there was no change in capital or reserves. Registration of the merger is scheduled for 10 April 2026.

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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

Decision16 December 2025 (date the absorption-type merger agreement was executed)
Period CoveredFrom 1 April 2026 onward (succession to rights and obligations following the merger)
Implementation1 April 2026 (effective date; completed)
Going forwardRegistration of the change resulting from the absorption-type merger is scheduled for 10 April 2026
AmountOpenWork Inc.'s assets as of 31 December 2025: ¥8,406,806 thousand; liabilities: ¥1,538,334 thousand; merger consideration: none
Quantity / scaleAll shares of 株式会社PM Club (number of shares 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

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

Decision and Details
ItemDetails
Matter CoveredPost-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 BodyLawful corporate decisions by A and B (specific corporate bodies Not disclosed)
Decision Date16 December 2025 (date the absorption-type merger agreement was executed)
Implementation Date1 April 2026 (effective date; completed)
Period CoveredFrom 1 April 2026 onward (succession to rights and obligations following the merger)
AmountOpenWork Inc.'s assets as of 31 December 2025: ¥8,406,806 thousand; liabilities: ¥1,538,334 thousand; merger consideration: none
Quantity / scaleAll shares of 株式会社PM Club (number of shares Not disclosed)
Impact on Business PerformanceNo 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
ReasonBecause 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 RuleArticle 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 plansRegistration 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.

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Statutory Post-Merger Disclosure Document (Absorption-Type Merger) (株式会社PM Club) | OpenWork Inc. (5139) timely disclosure | Komori