Decision and Details
The duly authorized bodies of Party A, Party B and Party C (specific bodies not disclosed)An absorption-type merger under which Life Intelligent Enterprise Holdings Co.,Ltd. will be the surviving company and 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 will be the absorbed companies
To disclose the contents of the absorption-type merger agreement and other matters prescribed by the applicable ordinances of the Ministry of Justice, pursuant to Article 794, paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act. No merger consideration will be delivered because the companies are in a wholly owned parent-subsidiary relationship.
At present, no circumstances have been identified that would impede the performance of the company's obligations. The company has determined that it expects to be able to perform its obligations after the merger.
| Item | Details |
|---|---|
| Matter Covered | An absorption-type merger under which Life Intelligent Enterprise Holdings Co.,Ltd. will be the surviving company and 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 will be the absorbed companies |
| Decision-Making Body | The duly authorized bodies of Party A, Party B and Party C (specific bodies not disclosed) |
| Decision Date | 18 February 2026 (date of execution of the merger agreement) |
| Implementation Date | 31 March 2026 (scheduled; effective date, subject to change by agreement) |
| Period Covered | From the effective date of 31 March 2026 onward |
| Amount | Merger consideration: none; increase in capital, capital reserve and retained earnings reserve: none; surviving company's assets as of 31 March 2025: ¥4,282.047 million; surviving company's liabilities as of 31 March 2025: ¥1,320.806 million |
| Quantity / scale | 2 absorbed companies (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); rights and obligations assumed: all rights and obligations of both companies; employees of both companies: assumed as employees of the surviving company |
| Impact on Business Performance | At present, no circumstances have been identified that would impede the performance of the company's obligations. The company has determined that it expects to be able to perform its obligations after the merger. |
| Reason | To disclose the contents of the absorption-type merger agreement and other matters prescribed by the applicable ordinances of the Ministry of Justice, pursuant to Article 794, paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act. No merger consideration will be delivered because the companies are in a wholly owned parent-subsidiary relationship. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 191, items 1, 2, 3, 5(a) and 6 of the Ordinance for Enforcement of the Companies Act |
| Future plans | The merger is scheduled to become effective on 31 March 2026. The effective date may be changed if necessary due to the progress of the procedures or for other reasons. If approval is not obtained from the duly authorized bodies, this agreement will cease to be effective. |
Items this document does not state (1)
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.To disclose the contents of the absorption-type merger agreement and other matters prescribed by the applicable ordinances of the Ministry of Justice, pursuant to Article 794, paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act.