Decision and Details
Advance disclosure matters relating to the absorption-type merger
No merger consideration will be delivered because the merger is between a wholly owned parent and its wholly owned subsidiary; the amount of assets is expected to remain well in excess of the amount of liabilities after the merger.
No situation that would impede the performance of obligations is currently anticipated in terms of the surviving company’s earnings or cash flow after the merger.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters relating to the absorption-type merger |
| Decision Date | 15 December 2025 (date the absorption-type merger agreement was executed) |
| Implementation Date | 1 April 2026 (scheduled effective date; subject to change by agreement) |
| Period Covered | From 1 April 2026 onward (from the effective date) |
| Amount | Merger consideration: none; increase in stated capital and capital reserve: none |
| Quantity / scale | All assets, liabilities, rights and obligations of 日特コイデ株式会社 |
| Impact on Business Performance | No situation that would impede the performance of obligations is currently anticipated in terms of the surviving company’s earnings or cash flow after the merger. |
| Reason | No merger consideration will be delivered because the merger is between a wholly owned parent and its wholly owned subsidiary; the amount of assets is expected to remain well in excess of the amount of liabilities after the merger. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 782, paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 796, paragraph 2 of the Companies Act; and Article 784, paragraph 1 of the Companies Act |
| Future plans | The absorption-type merger is scheduled to take effect on 1 April 2026. If any changes occur after the commencement of prior disclosure, the changed matters will be disclosed promptly. |
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.As the merger is between a wholly owned parent and its wholly owned subsidiary, no merger consideration will be delivered. In addition, the surviving company’s assets are expected to remain well in excess of its liabilities after the effective date, and no situation that would impede the performance of its obligations is currently anticipated.