Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger and Abbreviated Merger) and Waiver of Receivables
株式会社ＪＮグループ and its wholly owned subsidiary, 株式会社ネクスファームホールディングス
To centrally consolidate management resources and improve operational efficiency. In addition, the receivable will be waived before the merger to eliminate the excess liabilities of 株式会社ネクスファームホールディングス.
In the Company's non-consolidated financial statements, the Company expects to record an extraordinary loss associated with the waiver of the ¥228 million loan receivable. In the consolidated financial statements, the receivable and payable will be offset and eliminated, so there will be no impact on performance.
Fiscal year ending November 2026 (impact on consolidated financial statements; accounting period for recording the extraordinary loss in the non-consolidated financial statements: Not disclosed)
The impact on the consolidated financial statements for the fiscal year ending November 2026 will be immaterial. Although the Company has stated that it expects to record an extraordinary loss in its non-consolidated financial statements as a result of the receivable waiver and that there will be no impact on the consolidated financial statements, any revision to the earnings forecast is Not disclosed.
Related procedures
Simplified merger by absorption and short-form merger with a wholly owned subsidiary
The receivable waiver will be implemented on 1 May 2026, and the effective date of the merger by absorption is scheduled for 1 July 2026. Following the merger, there will be no change to the Company's name, location, representative, business activities, stated capital or fiscal year-end. The Company will promptly disclose any event requiring disclosure that arises in the future.
| Item | Details |
|---|---|
| Event name | Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger and Abbreviated Merger) and Waiver of Receivables |
| Date of occurrence | 1 May 2026 (date of board resolution, execution of the merger agreement and implementation of the receivable waiver) |
| Subject Entity | 株式会社ＪＮグループ and its wholly owned subsidiary, 株式会社ネクスファームホールディングス |
| Cause | To centrally consolidate management resources and improve operational efficiency. In addition, the receivable will be waived before the merger to eliminate the excess liabilities of 株式会社ネクスファームホールディングス. |
| Amount of Impact on Business Performance | In the Company's non-consolidated financial statements, the Company expects to record an extraordinary loss associated with the waiver of the ¥228 million loan receivable. In the consolidated financial statements, the receivable and payable will be offset and eliminated, so there will be no impact on performance. |
| Accounting period in which recognized | Fiscal year ending November 2026 (impact on consolidated financial statements; accounting period for recording the extraordinary loss in the non-consolidated financial statements: Not disclosed) |
| Impact on Earnings Forecast | The impact on the consolidated financial statements for the fiscal year ending November 2026 will be immaterial. Although the Company has stated that it expects to record an extraordinary loss in its non-consolidated financial statements as a result of the receivable waiver and that there will be no impact on the consolidated financial statements, any revision to the earnings forecast is Not disclosed. |
| Type of litigation or proceeding | Simplified merger by absorption and short-form merger with a wholly owned subsidiary |
| Outlook | The receivable waiver will be implemented on 1 May 2026, and the effective date of the merger by absorption is scheduled for 1 July 2026. Following the merger, there will be no change to the Company's name, location, representative, business activities, stated capital or fiscal year-end. The Company will promptly disclose any event requiring disclosure that arises in the future. |
| Planned follow-up disclosure | The Company will promptly disclose any event requiring disclosure that arises in the future. |
Items this document does not state (15)
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 absorb 株式会社ネクスファームホールディングス, consolidate its management resources centrally and improve operational efficiency. The receivable will be waived to eliminate the subsidiary's excess liabilities before the merger.