Decision and Details
Osaki Electric Co.,Ltd. and Osaki Estate Co., Ltd., respectivelyAbsorption merger in which Osaki Electric Co.,Ltd. was the surviving company and 大崎エステート株式会社 was the absorbed company
Osaki Electric Co.,Ltd. owns all of the issued shares of Osaki Estate, making this a merger without consideration between a wholly owned parent and subsidiary. Osaki Estate’s assets exceed its liabilities, so it is expected to be able to perform its obligations after the merger.
No event is currently expected to impede the performance of obligations based on the income and cash-flow position after the absorption-type merger. The surviving company’s stated capital and capital reserve will not change.
| Item | Details |
|---|---|
| Matter Covered | Absorption merger in which Osaki Electric Co.,Ltd. was the surviving company and 大崎エステート株式会社 was the absorbed company |
| Decision-Making Body | Osaki Electric Co.,Ltd. and Osaki Estate Co., Ltd., respectively |
| Decision Date | 21 July 2026 (date of execution of the absorption merger agreement) |
| Amount | Merger consideration: none; total assets of Osaki Estate: ¥7,822,173,898; total liabilities: ¥2,075,167,797; total net assets: ¥5,747,006,101 |
| Quantity / scale | All issued shares of Osaki Estate; stock acquisition rights: none issued |
| Impact on Business Performance | No event is currently expected to impede the performance of obligations based on the income and cash-flow position after the absorption-type merger. The surviving company’s stated capital and capital reserve will not change. |
| Reason | Osaki Electric Co.,Ltd. owns all of the issued shares of Osaki Estate, making this a merger without consideration between a wholly owned parent and subsidiary. Osaki Estate’s assets exceed its liabilities, so it is expected to be able to perform its obligations after the merger. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act; Article 784, Paragraph 1 of the Companies Act; Financial Instruments and Exchange Act |
| Future plans | If any change occurs in the matters stated in this document before the effective date of the absorption-type merger, the revised information will be disclosed immediately. Effective date: Not disclosed. |
Items this document does not state (3)
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.Because Osaki Electric Co.,Ltd. owns all of the issued shares of Osaki Estate Co., Ltd., it determined that a merger without consideration between the wholly owned parent and subsidiary was appropriate. Osaki Estate’s assets exceed its liabilities, and no event is currently expected to impede Osaki Electric Co.,Ltd.’s performance of its obligations after the merger.