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M&A and Subsidiary Changes6579logly,Inc.Information and Communications, Services and Others

Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger, Abbreviated Merger)

logly,Inc. will absorb moto株式会社 in an absorption-type merger. logly,Inc. will survive the merger, and moto株式会社 will be dissolved.

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This transaction

This merger
Counterparty (target company)moto株式会社
Disclosing companylogly,Inc.
Subject of this transactionNumber of shares acquired None (the Company already owns all 30 shares of moto株式会社)Voting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Job advertising agency business

Location Shibuya, TokyoShare capital ¥300 thousandDate of incorporation 12 April 2018
Net Sales¥19.088 million (31 March 2026; standalone)
Operating profit¥9.153 million (31 March 2026; standalone)
Net income for the current fiscal year¥7.562 million (31 March 2026; standalone)
Net assets¥37.325 million (31 March 2026; standalone)
Consideration and expenses
Acquisition priceNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Impact on Business Performance

As this is a merger with a wholly owned subsidiary, the impact on consolidated results will be minor.

Procedures and assumptions
Conditions Precedent to ExecutionAs the merger qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act for the Company and as a short-form merger under Article 784, Paragraph 1 of the same Act for moto株式会社, it will be carried out without obtaining approval by resolution at a shareholders' meeting.
Management structure after acquisitionThere will be no changes to the Company's name, location, representative's title or name, business description, capital or fiscal year-end. moto株式会社 will be dissolved as a result of this merger.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty namemoto株式会社
Name of the Subject Companymoto株式会社
Business Description of the Subject CompanyJob advertising agency business
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥300 thousand
Date of Establishment of the Subject Company12 April 2018
Net Sales of the Subject Company¥19.088 million (31 March 2026; standalone)
Operating Profit of the Subject Company¥9.153 million (31 March 2026; standalone)
Net Income of the Subject Company¥7.562 million (31 March 2026; standalone)
Net Assets of the Subject Company¥37.325 million (31 March 2026; standalone)
Acquisition priceNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Number of shares acquiredNone (the Company already owns all 30 shares of moto株式会社)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceAs this is a merger with a wholly owned subsidiary, the impact on consolidated results will be minor.
Date of board resolution15 May 2026
Contract Date15 May 2026
Execution Date / Effective Date30 June 2026 (scheduled)
Conditions Precedent to ExecutionAs the merger qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act for the Company and as a short-form merger under Article 784, Paragraph 1 of the same Act for moto株式会社, it will be carried out without obtaining approval by resolution at a shareholders' meeting.
Management structure after acquisitionThere will be no changes to the Company's name, location, representative's title or name, business description, capital or fiscal year-end. moto株式会社 will be dissolved as a result of this merger.
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial 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.

To concentrate the management resources of the Group and improve management efficiency.

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Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger, Abbreviated Merger) | logly,Inc. (6579) timely disclosure | Komori