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Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社キュレオ
Disclosing companySPRIX Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development, operation and sale of programming teaching materials
Location Shibuya, TokyoShare capital ¥75 millionDate of incorporation 1 April 2019
Net Sales¥499 million (fiscal year ended September 2025, standalone)
Operating profit¥52 million (fiscal year ended September 2025, standalone)
Net income for the current fiscal year¥44 million (fiscal year ended September 2025, standalone)
Net assets¥143 million (fiscal year ended September 2025, standalone)
Consideration and expenses
Acquisition priceNo shares or other consideration will be delivered
Type of ConsiderationNo consideration paid
Funding arrangementsnot disclosed (no consideration will be delivered)
Impact on Business Performance
As this is an absorption-type merger with the Company's wholly owned subsidiary, the impact on the Company's consolidated results will be limited.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be carried out without obtaining approval of the merger agreement relating to this merger from the shareholders' meetings of either the Company or 株式会社キュレオ. Other conditions precedent are Not disclosed.
Management structure after acquisitionThere will be no changes to the Company's name, location, titles or names of its representative officers, business activities, capital or fiscal year-end as a result of the merger. Employee treatment is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社キュレオ |
| Name of the Subject Company | 株式会社キュレオ |
| Business Description of the Subject Company | Development, operation and sale of programming teaching materials |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥75 million |
| Date of Establishment of the Subject Company | 1 April 2019 |
| Net Sales of the Subject Company | ¥499 million (fiscal year ended September 2025, standalone) |
| Operating Profit of the Subject Company | ¥52 million (fiscal year ended September 2025, standalone) |
| Net Income of the Subject Company | ¥44 million (fiscal year ended September 2025, standalone) |
| Net Assets of the Subject Company | ¥143 million (fiscal year ended September 2025, standalone) |
| Acquisition price | No shares or other consideration will be delivered |
| Type of Consideration | No consideration paid |
| Voting rights ownership percentage | Before 100％ → after Not applicable (株式会社キュレオ will be dissolved) |
| Funding arrangements | not disclosed (no consideration will be delivered) |
| Impact on Business Performance | As this is an absorption-type merger with the Company's wholly owned subsidiary, the impact on the Company's consolidated results will be limited. |
| Date of board resolution | 24 August 2026 |
| Contract Date | 24 August 2026 |
| Execution Date / Effective Date | 1 November 2026 (scheduled) |
| Conditions Precedent to Execution | The merger will be carried out without obtaining approval of the merger agreement relating to this merger from the shareholders' meetings of either the Company or 株式会社キュレオ. Other conditions precedent are Not disclosed. |
| Management structure after acquisition | There will be no changes to the Company's name, location, titles or names of its representative officers, business activities, capital or fiscal year-end as a result of the merger. Employee treatment is Not disclosed. |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountAmount of extraordinary income (loss)Valuation 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.The merger is intended to further accelerate decision-making, optimize the allocation of management resources and improve operational efficiency. It is also intended to integrate and consolidate the programming education business of 株式会社キュレオ, which became a wholly owned subsidiary in July 2026.
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