Worth reading
72In focus
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Definitive
How definitive the wording is.Decision and Details
The boards of directors of 株式会社AIRMAN and イーエヌシステム株式会社Post-merger disclosure relating to the absorption-type merger
Decision25 November 2025 (the date the merger agreement was executed; the prior disclosure document states that both companies obtained approval through resolutions of their respective boards of directors)
Period CoveredFrom 1 April 2026 onward (from the effective date of the merger)
Implementation1 April 2026 (effective date; completed)
Going forwardApplications for registration of changes relating to 株式会社AIRMAN and registration of the dissolution of イーエヌシステム株式会社 are scheduled to be filed on 10 April 2026.
AmountMerger consideration: none (merger without consideration) / Total assets of イーエヌシステム株式会社 as of 31 December 2025: ¥6,949.52 million; total liabilities: ¥1,285.460 million; total net assets: ¥5,664.060 million
Quantity / scaleイーエヌシステム株式会社 had 200 issued shares and 1 shareholder; 株式会社AIRMAN held 100% of its shares
Reason
To conduct the merger without consideration between the wholly owned parent company and its subsidiary, and to make the post-merger disclosure required under the Companies Act.
Impact on Business Performance
The document states that, after the merger, no event is currently anticipated that would impede the performance of the surviving company's obligations. No impact on the earnings forecast is specified.
| Item | Details |
|---|---|
| Matter Covered | Post-merger disclosure relating to the absorption-type merger |
| Decision-Making Body | The boards of directors of 株式会社AIRMAN and イーエヌシステム株式会社 |
| Decision Date | 25 November 2025 (the date the merger agreement was executed; the prior disclosure document states that both companies obtained approval through resolutions of their respective boards of directors) |
| Implementation Date | 1 April 2026 (effective date; completed) |
| Period Covered | From 1 April 2026 onward (from the effective date of the merger) |
| Amount | Merger consideration: none (merger without consideration) / 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 | イーエヌシステム株式会社 had 200 issued shares and 1 shareholder; 株式会社AIRMAN held 100% of its shares |
| Impact on Business Performance | The document states that, after the merger, no event is currently anticipated that would impede the performance of the surviving company's obligations. No impact on the earnings forecast is specified. |
| Reason | To conduct the merger without consideration between the wholly owned parent company and its subsidiary, and to make the post-merger disclosure required under the Companies Act. |
| Governing Rule | Article 801, Paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraph 2 and Article 784, Paragraph 1 of the Companies Act; and other provisions of the Companies Act, including Articles 789 and 799, as stated in the document |
| Related previous disclosures | “Prior Disclosure Document Concerning the Absorption-Type Merger” dated 27 February 2026 |
| Future plans | Applications for registration of changes relating to 株式会社AIRMAN and registration of the dissolution of イーエヌシステム株式会社 are scheduled to be filed on 10 April 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.This was a merger between a wholly owned parent company and its subsidiary, conducted as a corporate reorganization and post-merger disclosure under the Companies Act. The company states that, at present, no event is anticipated that would impede the performance of the surviving company's obligations after the merger.
How to read this page
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