Decision and Details
The Boards of Directors of AIRMAN CORPORATION and イーエヌシステム株式会社Prior disclosure concerning the absorption-type merger
Because this is a merger between a wholly owned parent and its subsidiary and no merger consideration will be paid. The disclosure is made in advance pursuant to Article 794, paragraph 1 and Article 782, paragraph 1 of the Companies Act, among other provisions.
No amount of the impact of the merger on results is disclosed. No event is currently anticipated that would impede the surviving company's performance of its obligations after the merger.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure concerning the absorption-type merger |
| Decision-Making Body | The Boards of Directors of AIRMAN CORPORATION and イーエヌシステム株式会社 |
| Decision Date | 25 November 2025 (date of execution of the merger agreement) |
| Implementation Date | 1 April 2026 (scheduled effective date) |
| Period Covered | On or after 1 April 2026 |
| Amount | Merger consideration: none; total assets of イーエヌシステム株式会社 as of 31 December 2025: ¥6,949.521 million; total liabilities: ¥1,285.460 million; total net assets: ¥5,664.060 million |
| Quantity / scale | 200 issued shares, 1 shareholder, and a 100% ownership interest held by AIRMAN CORPORATION |
| Impact on Business Performance | No amount of the impact of the merger on results is disclosed. No event is currently anticipated that would impede the surviving company's performance of its obligations after the merger. |
| Reason | Because this is a merger between a wholly owned parent and its subsidiary and no merger consideration will be paid. The disclosure is made in advance pursuant to Article 794, paragraph 1 and Article 782, paragraph 1 of the Companies Act, among other provisions. |
| 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 matter changes after the start date of the prior disclosure, the changed item will be disclosed immediately. |
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.The disclosure is required because this is a merger between a wholly owned parent and its subsidiary and prior disclosure is required under the Companies Act. The company states that, after the merger, the surviving company's assets will continue to substantially exceed its liabilities and that no event is currently anticipated that would impede the performance of its obligations.