Worth reading
44Recurring
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Direction inferred from the company’s description.Scale
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Conditional
How definitive the wording is.This transaction
This mergerCounterparty (target company)JDI Design and Development 合同会社
Disclosing companyJapan Display Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Planning, research, development and design of displays, related products and components
Location Minato-ku, TokyoShare capital ¥1Date of incorporation 25 May 2023
Net Sales— (standalone, fiscal year ended March 2026)
Operating profitLoss of ¥302 million (standalone, fiscal year ended March 2026)
Net income for the current fiscal yearNet loss of ¥665 million (standalone, fiscal year ended March 2026)
Net assetsNegative net assets of ¥1,516 million (standalone, fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares or other consideration will be delivered)
Type of ConsiderationNo consideration (no shares or other consideration will be delivered).
Merger ratio/share exchange ratioNo ratio established. The Company will be the surviving company and JDI Design and Development 合同会社 will be the absorbed company.
Amount of extraordinary income (loss)A merger loss is expected to arise (in the Company's standalone financial statements; amount not disclosed).
Impact on Business Performance
The merger loss will be eliminated in the Company's consolidated financial statements, so there will be no impact on consolidated results. The impact of this merger on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the 24th Annual General Meeting of Shareholders and the Class Meeting of Ordinary Shareholders scheduled for 24 June 2026. JDI Design and Development 合同会社 is expected to obtain the consent of all members by the day before the effective date.
Management structure after acquisitionThere will be no changes after the merger to the Company's name, head office location, representative's title or name, business activities, capital or fiscal year-end. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | JDI Design and Development 合同会社 |
| Name of the Subject Company | JDI Design and Development 合同会社 |
| Business Description of the Subject Company | Planning, research, development and design of displays, related products and components |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 |
| Date of Establishment of the Subject Company | 25 May 2023 |
| Net Sales of the Subject Company | — (standalone, fiscal year ended March 2026) |
| Operating Profit of the Subject Company | Loss of ¥302 million (standalone, fiscal year ended March 2026) |
| Net Income of the Subject Company | Net loss of ¥665 million (standalone, fiscal year ended March 2026) |
| Net Assets of the Subject Company | Negative net assets of ¥1,516 million (standalone, fiscal year ended March 2026) |
| Acquisition price | Not applicable (no shares or other consideration will be delivered) |
| Type of Consideration | No consideration (no shares or other consideration will be delivered). |
| Merger ratio/share exchange ratio | No ratio established. The Company will be the surviving company and JDI Design and Development 合同会社 will be the absorbed company. |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Amount of extraordinary income (loss) | A merger loss is expected to arise (in the Company's standalone financial statements; amount not disclosed). |
| Impact on Business Performance | The merger loss will be eliminated in the Company's consolidated financial statements, so there will be no impact on consolidated results. The impact of this merger on consolidated results will be immaterial. |
| Date of board resolution | 14 May 2026 |
| Contract Date | 14 May 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Conditions Precedent to Execution | Approval at the 24th Annual General Meeting of Shareholders and the Class Meeting of Ordinary Shareholders scheduled for 24 June 2026. JDI Design and Development 合同会社 is expected to obtain the consent of all members by the day before the effective date. |
| Management structure after acquisition | There will be no changes after the merger to the Company's name, head office location, representative's title or name, business activities, capital or fiscal year-end. Treatment of employees: Not disclosed |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountValuation 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.JDI Design and Development 合同会社 currently has none of the assets or personnel required for business activities and has become a management company with no substantive business activities. The Company therefore determined that there was little rationality in maintaining it. The merger is intended to improve the efficiency of the JDI Group's operational management and facilitate compliance with statutory procedures.
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