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How definitive the wording is.This transaction
This mergerCounterparty株式会社アソシエ・インターナショナル, 株式会社アソシエ・アカデミー
Disclosing companyGlobal Kids Company Corp.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Overall management of subsidiary operations; operation of private after-school programs and activity schools
Location Meguro-ku, TokyoShare capital ¥50 millionDate of incorporation 11 October 2018
Consideration and expenses
Type of ConsiderationShares (1 common share of the surviving company, アソシエ・インターナショナル, will be allotted and delivered for every 50 common shares of the absorbed company, アソシエ・アカデミー. No new shares will be issued; 600 common shares to be transferred will be allocated for this purpose.)
Merger ratio/share exchange ratio50 common shares of アソシエ・アカデミー: 1 common share of アソシエ・インターナショナル. アソシエ・インターナショナル will be the surviving company and アソシエ・アカデミー will be the absorbed company.
Impact on Business Performance
As this is a merger between consolidated subsidiaries, the impact on the Company's consolidated results will be minor.
Procedures and assumptions
Valuation methodologyNo valuation report was obtained from an external third-party institution. The ratio was determined as agreed between the parties following discussions.
Independent valuation institutionNo valuation report was obtained from an external third-party institution.
Conditions Precedent to ExecutionShareholders' meeting approval (scheduled for 31 July 2026); creditor protection procedures (publication of the merger notice scheduled for 3 August 2026)
Management structure after acquisitionThere will be no change to the surviving company's corporate name, representative or capital. The surviving company will become the Company's directly wholly owned subsidiary (100% ownership interest). Its head office is scheduled to change to 2-14-36 Fujimi, Chiyoda-ku, Tokyo. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社アソシエ・インターナショナル, 株式会社アソシエ・アカデミー |
| Name of the Subject Company | 株式会社アソシエ・アカデミー |
| Business Description of the Subject Company | Overall management of subsidiary operations; operation of private after-school programs and activity schools |
| Location of the Subject Company | Meguro-ku, Tokyo |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 11 October 2018 |
| Type of Consideration | Shares (1 common share of the surviving company, アソシエ・インターナショナル, will be allotted and delivered for every 50 common shares of the absorbed company, アソシエ・アカデミー. No new shares will be issued; 600 common shares to be transferred will be allocated for this purpose.) |
| Merger ratio/share exchange ratio | 50 common shares of アソシエ・アカデミー: 1 common share of アソシエ・インターナショナル. アソシエ・インターナショナル will be the surviving company and アソシエ・アカデミー will be the absorbed company. |
| Number of shares acquired | 600 common shares of アソシエ・インターナショナル will be allocated for the allotment and delivery (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | Before 100% (アソシエ・アカデミー is a 100% indirectly owned subsidiary of the Company) → after 100% (アソシエ・インターナショナル will become the Company's directly wholly owned subsidiary) |
| Impact on Business Performance | As this is a merger between consolidated subsidiaries, the impact on the Company's consolidated results will be minor. |
| Date of board resolution | 16 July 2026 |
| Contract Date | 16 July 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Valuation methodology | No valuation report was obtained from an external third-party institution. The ratio was determined as agreed between the parties following discussions. |
| Independent valuation institution | No valuation report was obtained from an external third-party institution. |
| Conditions Precedent to Execution | Shareholders' meeting approval (scheduled for 31 July 2026); creditor protection procedures (publication of the merger notice scheduled for 3 August 2026) |
| Management structure after acquisition | There will be no change to the surviving company's corporate name, representative or capital. The surviving company will become the Company's directly wholly owned subsidiary (100% ownership interest). Its head office is scheduled to change to 2-14-36 Fujimi, Chiyoda-ku, Tokyo. Treatment of employees: Not disclosed |
Items this document does not state (13)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Special 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.The merger is intended to reorganize the childcare support businesses operated under the Group's “アソシエ” brand, integrate childcare practices, expertise and resources, strengthen educational programs and training systems, and optimize administrative costs by consolidating administrative functions and eliminating duplicate operations.
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