Decision and Details
Prior disclosure relating to the absorption-type merger
Because Party A holds all issued shares of Party B and Party C, no merger consideration will be paid. This is statutory prior disclosure.
At present, no circumstances have been identified that would hinder the Company's ability to perform its obligations following the merger. Impact on earnings forecasts: Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure relating to the absorption-type merger |
| Decision Date | 18 February 2026 (date of execution of the merger agreement) |
| Implementation Date | 31 March 2026 (scheduled; subject to change depending on the progress of procedures and other factors) |
| Period Covered | From the effective date onward (specific period: Not disclosed) |
| Amount | Amount of the Company's assets: ¥4,282,047 thousand; amount of the Company's liabilities: ¥1,320,806 thousand; merger consideration: none; increase in capital stock, capital reserve or earned surplus reserve: none |
| Quantity / scale | Merger of 3 companies; assumption of all rights and obligations of 株式会社ウィッツ and 株式会社オリオンキャピタル・インベストメント; assumption of the employees of both companies |
| Impact on Business Performance | At present, no circumstances have been identified that would hinder the Company's ability to perform its obligations following the merger. Impact on earnings forecasts: Not disclosed. |
| Reason | Because Party A holds all issued shares of Party B and Party C, no merger consideration will be paid. This is statutory prior disclosure. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act |
| Future plans | The merger is scheduled to take effect on 31 March 2026. The effective date may be changed if necessary. |
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.Because the Company and the absorbed companies are in a wholly owned parent-subsidiary relationship, no merger consideration will be paid. This is also statutory prior disclosure under Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act.