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How definitive the wording is.Decision and Details
Absorption-type company split involving the “BuddyBoard” work communication software service business
Decision27 March 2026 (date of the advance disclosure documents; the date of execution of the absorption-type company split agreement is not stated in the body of the document)
Implementation1 May 2026 (scheduled effective date)
Going forwardThe absorption-type company split is scheduled to become effective on 1 May 2026. The successor company is scheduled to conduct a third-party allotment on 1 May 2026, with IXS No. 1 Investment Limited Partnership as the subscriber. If the necessary licenses, permits, registrations, approvals or other authorizations from the relevant authorities are not obtained by the day before the effective date, this agreement will cease to be effective.
AmountConsideration for the split: none; capital of the successor company: ¥200,000,000 (scheduled amount after the third-party allotment); total assets as of the date of establishment of the successor company: ¥196,000,000; capital as of the date of establishment of the successor company: ¥98,000,000; capital surplus as of the date of establishment of the successor company: ¥98,000,000
Quantity / scaleIssued shares of the successor company: 4,000,000 shares (scheduled number after the third-party allotment); ownership ratio of IXS No. 1 Investment Limited Partnership: 51% (scheduled ratio after the third-party allotment); employee number subject to transfer: 13134
Reason
As the successor company is a wholly owned subsidiary of the company, it was deemed appropriate not to pay consideration for the split.
Impact on Business Performance
The document states that no circumstances are currently expected to arise that would impede the performance of obligations by either the company or the successor company after the effective date. The amount of the impact on earnings forecasts is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split involving the “BuddyBoard” work communication software service business |
| Decision Date | 27 March 2026 (date of the advance disclosure documents; the date of execution of the absorption-type company split agreement is not stated in the body of the document) |
| Implementation Date | 1 May 2026 (scheduled effective date) |
| Amount | Consideration for the split: none; capital of the successor company: ¥200,000,000 (scheduled amount after the third-party allotment); total assets as of the date of establishment of the successor company: ¥196,000,000; capital as of the date of establishment of the successor company: ¥98,000,000; capital surplus as of the date of establishment of the successor company: ¥98,000,000 |
| Quantity / scale | Issued shares of the successor company: 4,000,000 shares (scheduled number after the third-party allotment); ownership ratio of IXS No. 1 Investment Limited Partnership: 51% (scheduled ratio after the third-party allotment); employee number subject to transfer: 13134 |
| Impact on Business Performance | The document states that no circumstances are currently expected to arise that would impede the performance of obligations by either the company or the successor company after the effective date. The amount of the impact on earnings forecasts is Not disclosed. |
| Reason | As the successor company is a wholly owned subsidiary of the company, it was deemed appropriate not to pay consideration for the split. |
| Governing Rule | Article 782, paragraph 1 of the Companies Act; Article 183 of the Ordinance for Enforcement of the Companies Act; Article 758, item 4 of the Companies Act; Article 784, paragraph 2 of the Companies Act; the main clause of Article 796, paragraph 1 of the Companies Act; Article 21 of the Companies Act |
| Future plans | The absorption-type company split is scheduled to become effective on 1 May 2026. The successor company is scheduled to conduct a third-party allotment on 1 May 2026, with IXS No. 1 Investment Limited Partnership as the subscriber. If the necessary licenses, permits, registrations, approvals or other authorizations from the relevant authorities are not obtained by the day before the effective date, this agreement will cease to be effective. |
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated previous disclosures
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 successor company is a wholly owned subsidiary of Brother Industries, Ltd., it was deemed appropriate not to pay consideration for the split.
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