Worth reading
45Recurring
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Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This merger (absorption-type merger)Counterparty (target company)株式会社 Sun Smile
Disclosing companyIID,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
EC Business
Location Nakano-ku, TokyoShare capital ¥1 millionDate of incorporation 1 May 2025
Net Sales¥107 million (fiscal year ended April 2026)
Operating profit¥7 million (fiscal year ended April 2026)
Net income for the current fiscal year¥5 million (fiscal year ended April 2026)
Net assets¥6 million (fiscal year ended April 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated)
Type of ConsiderationNo consideration (no shares, cash or other consideration will be allocated)
Impact on Business Performance
The impact on the Company's consolidated results for the fiscal year ending June 2027 will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the ordinary general meeting of shareholders scheduled for 29 September 2026. The merger is scheduled to proceed without obtaining approval at a shareholders' meeting on the Sun Smile side.
Management structure after acquisitionFollowing this merger by absorption, there will be no changes to the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger (absorption-type merger) |
| Counterparty name | 株式会社 Sun Smile |
| Name of the Subject Company | 株式会社 Sun Smile |
| Business Description of the Subject Company | EC Business |
| Location of the Subject Company | Nakano-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 1 May 2025 |
| Net Sales of the Subject Company | ¥107 million (fiscal year ended April 2026) |
| Operating Profit of the Subject Company | ¥7 million (fiscal year ended April 2026) |
| Net Income of the Subject Company | ¥5 million (fiscal year ended April 2026) |
| Net Assets of the Subject Company | ¥6 million (fiscal year ended April 2026) |
| Acquisition price | Not applicable (no shares, cash or other consideration will be allocated) |
| Type of Consideration | No consideration (no shares, cash or other consideration will be allocated) |
| Voting rights ownership percentage | Before 100.0% (as of 30 June 2026) (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results for the fiscal year ending June 2027 will be immaterial. |
| Date of board resolution | 21 August 2026 |
| Contract Date | 21 August 2026 |
| Execution Date / Effective Date | 1 November 2026 (scheduled) |
| Conditions Precedent to Execution | Approval at the ordinary general meeting of shareholders scheduled for 29 September 2026. The merger is scheduled to proceed without obtaining approval at a shareholders' meeting on the Sun Smile side. |
| Management structure after acquisition | Following this merger by absorption, there will be no changes to the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end. Treatment of employees: Not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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 consolidate the management resources of the Company Group, improve operational efficiency and maximize synergies.
How to read this page
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