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How definitive the wording is.Decision and Details
Not stated (the absorption-type merger agreement has been executed. A resolution of the surviving company's shareholders' meeting and the consent of all members of the dissolved company are separately required.)Prior disclosure document relating to the merger by absorption
Decision14 May 2026 (date of execution of the absorption-type merger agreement)
Period CoveredOn or after 1 July 2026
Implementation1 July 2026 (scheduled; effective date)
Going forwardJapan Display Inc. plans to hold its 24th Annual General Meeting of Shareholders on 24 June 2026 and submit proposals concerning reductions in stated capital and capital reserve and the disposition of surplus. The absorption-type merger is scheduled to become effective on 1 July 2026. The reductions in stated capital and capital reserve and the disposition of surplus are scheduled to become effective on 31 March 2027.
AmountThe dissolved company's total assets were ¥308.059 million, total liabilities were ¥1,824.819 million and total net assets were negative ¥1,516.759 million in its latest fiscal year. The surviving company's stated capital will be reduced by ¥4,820,555,500 and its capital reserve will be reduced by ¥48,160,555,500. The maximum amount to be transferred from other capital surplus to retained earnings brought forward is ¥168,849,840,147.
Quantity / scale385,244,440 common shares will be issued upon the exercise of 10 stock acquisition rights.
Reason
No shares or other consideration will be delivered because Japan Display Inc. is the sole member of the dissolved company. This is advance disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act.
Impact on Business Performance
The merger is expected to result in a loss on merger. However, the company has determined that this will not materially impede the performance of its obligations after the effective date of the merger.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure document relating to the merger by absorption |
| Decision-Making Body | Not stated (the absorption-type merger agreement has been executed. A resolution of the surviving company's shareholders' meeting and the consent of all members of the dissolved company are separately required.) |
| Decision Date | 14 May 2026 (date of execution of the absorption-type merger agreement) |
| Implementation Date | 1 July 2026 (scheduled; effective date) |
| Period Covered | On or after 1 July 2026 |
| Amount | The dissolved company's total assets were ¥308.059 million, total liabilities were ¥1,824.819 million and total net assets were negative ¥1,516.759 million in its latest fiscal year. The surviving company's stated capital will be reduced by ¥4,820,555,500 and its capital reserve will be reduced by ¥48,160,555,500. The maximum amount to be transferred from other capital surplus to retained earnings brought forward is ¥168,849,840,147. |
| Quantity / scale | 385,244,440 common shares will be issued upon the exercise of 10 stock acquisition rights. |
| Impact on Business Performance | The merger is expected to result in a loss on merger. However, the company has determined that this will not materially impede the performance of its obligations after the effective date of the merger. |
| Reason | No shares or other consideration will be delivered because Japan Display Inc. is the sole member of the dissolved company. This is advance disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act. |
| Governing Rule | Article 794, Paragraph 1; Article 749, Paragraph 1, Items 2, 3, 4 and 5; Articles 447, Paragraph 1, 448, Paragraph 1 and 452 of the Companies Act; and Article 191 of the Ordinance for Enforcement of the Companies Act |
| Future plans | Japan Display Inc. plans to hold its 24th Annual General Meeting of Shareholders on 24 June 2026 and submit proposals concerning reductions in stated capital and capital reserve and the disposition of surplus. The absorption-type merger is scheduled to become effective on 1 July 2026. The reductions in stated capital and capital reserve and the disposition of surplus are scheduled to become effective on 31 March 2027. |
Items this document does not state (1)
Related previous disclosures
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.This is advance disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act. The stated reason for not paying merger consideration is that Japan Display Inc. is the sole member of the dissolved company.
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