Decision and Details
Post-merger disclosure relating to the absorption-type merger
Post-event disclosure pursuant to Article 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act. No merger consideration will be paid because the companies are in a wholly owned parent-subsidiary relationship.
The disclosure does not state the impact of the merger on business performance. At present, no situation has been identified that would impede the performance of obligations following the merger.
| Item | Details |
|---|---|
| Matter Covered | Post-merger disclosure relating to the absorption-type merger |
| Decision Date | 18 February 2026 (date of execution of the merger agreement) |
| Implementation Date | 31 March 2026 (effective date; completed) |
| Period Covered | From 31 March 2026 onward (effect of the merger) |
| Amount | 株式会社ウィッツ: assets of ¥22,764,297, liabilities of ¥204,091,276 and net assets of negative ¥181,326,979. Life Intelligent Enterprise Holdings Co.,Ltd.: assets of ¥4,282,047 thousand and liabilities of ¥1,320,806 thousand. No merger consideration will be paid. |
| Quantity / scale | An absorption-type merger of 2 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. The surviving company holds all issued shares of both companies. Employees will be transferred to the surviving company. |
| Impact on Business Performance | The disclosure does not state the impact of the merger on business performance. At present, no situation has been identified that would impede the performance of obligations following the merger. |
| Reason | Post-event disclosure pursuant to Article 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act. No merger consideration will be paid because the companies are in a wholly owned parent-subsidiary relationship. |
| Governing Rule | Article 801, Paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Articles 784-2, 785, 787, 789, 796, Paragraph 2, 797 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 Document Relating to the Absorption-Type Merger” dated 16 February 2026 |
| Future plans | The change registration for the absorption-type merger is scheduled to be completed on 14 April 2026. |
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.This is a post-event disclosure of an absorption-type merger pursuant to the Companies Act and the Ordinance for Enforcement of the Companies Act. The purpose and reasons for the merger are not stated.