Decision and Details
Regarding the board of directors, the document refers to the board meeting held on 23 March 2026 in connection with 株式会社JNグループ’s third-party allotment of shares. The decision-making body for this merger is Not disclosed.Absorption-type merger between 株式会社JNグループ and 株式会社ネクスファームホールディングス
The merger is between a wholly owned parent company and its wholly owned subsidiary, and will eliminate 株式会社ネクスファームホールディングス’s negative net worth for the fiscal year ended November 2025.
The document states that, with respect to the surviving company after the merger, no circumstances that would impede the performance of its obligations are currently anticipated. The impact on earnings forecasts is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger between 株式会社JNグループ and 株式会社ネクスファームホールディングス |
| Decision-Making Body | Regarding the board of directors, the document refers to the board meeting held on 23 March 2026 in connection with 株式会社JNグループ’s third-party allotment of shares. The decision-making body for this merger is Not disclosed. |
| Decision Date | 1 May 2026 (date the absorption-type merger agreement was executed) |
| Implementation Date | 1 July 2026 (scheduled effective date) |
| Period Covered | From the effective date of 1 July 2026 onward |
| Amount | Debt waiver: ¥228 million; total issue price for the third-party allotment: ¥1,216,256,190; increase in stated capital: ¥608,128,095; increase in capital reserve: ¥608,128,095 |
| Quantity / scale | 11,474,115 new shares issued through a third-party allotment; allottee: 株式会社シークエッジ・ジャパン・ホールディングス |
| Impact on Business Performance | The document states that, with respect to the surviving company after the merger, no circumstances that would impede the performance of its obligations are currently anticipated. The impact on earnings forecasts is Not disclosed. |
| Reason | The merger is between a wholly owned parent company and its wholly owned subsidiary, and will eliminate 株式会社ネクスファームホールディングス’s negative net worth for the fiscal year ended November 2025. |
| Governing Rule | Article 794, Paragraph 1; Article 782, Paragraph 1; Article 796, Paragraph 2; and Article 784, Paragraph 1 of the Companies Act; Articles 191 and 182 of the Ordinance for Enforcement of the Companies Act; and the Financial Instruments and Exchange Act |
| Future plans | The merger is scheduled to take effect on 1 July 2026. If any changes occur after the start of the prior disclosure period, the revised details will be disclosed immediately. |
Items this document does not state (2)
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 company explains that this is an organizational restructuring through a merger between a wholly owned parent company and its wholly owned subsidiary. To eliminate 株式会社ネクスファームホールディングス’s negative net worth for the fiscal year ended November 2025, a ¥228 million waiver of loan receivables was also carried out before the merger.