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M&A and Subsidiary Changes7064Howtelevision,Inc.Information and Communications, Services and Others

Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary

The Company will absorb 株式会社ログリオ, its wholly owned subsidiary, and 株式会社ログリオ will be dissolved. The merger will be effected without consideration, with the effective date scheduled for 1 July 2026.

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This transaction

This absorption merger
Counterparty (target company)株式会社ログリオ
Disclosing companyHowtelevision,Inc.
Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Recruitment process outsourcing services (RPO)

Location Minato-ku, TokyoShare capital ¥55 millionDate of incorporation 3 August 2018
Net Sales¥102 million (fiscal year ended January 2026, standalone)
Operating profit¥23 million (fiscal year ended January 2026, standalone)
Net income for the current fiscal year¥16 million (fiscal year ended January 2026, standalone)
Net assets¥83 million (fiscal year ended January 2026, standalone)
Consideration and expenses
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Impact on Business Performance

The impact on the Company's consolidated results will be minor.

Procedures and assumptions
Conditions Precedent to ExecutionNo shareholders' meetings will be held to approve the merger agreement.
Management structure after acquisitionThere will be no change to the Company's name, location, representative's title or name, business activities, capital, or fiscal year-end as a result of this merger. Employee treatment: not disclosed.
This transaction
ItemDetails
Transaction nameThis absorption merger
Counterparty name株式会社ログリオ
Name of the Subject Company株式会社ログリオ
Business Description of the Subject CompanyRecruitment process outsourcing services (RPO)
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥55 million
Date of Establishment of the Subject Company3 August 2018
Net Sales of the Subject Company¥102 million (fiscal year ended January 2026, standalone)
Operating Profit of the Subject Company¥23 million (fiscal year ended January 2026, standalone)
Net Income of the Subject Company¥16 million (fiscal year ended January 2026, standalone)
Net Assets of the Subject Company¥83 million (fiscal year ended January 2026, standalone)
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be minor.
Date of board resolution18 May 2026
Contract Date18 May 2026
Execution Date / Effective Date1 July 2026 (scheduled)
Conditions Precedent to ExecutionNo shareholders' meetings will be held to approve the merger agreement.
Management structure after acquisitionThere will be no change to the Company's name, location, representative's title or name, business activities, capital, or fiscal year-end as a result of this merger. Employee treatment: not disclosed.
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill 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.

To accelerate the integrated development of the business with 株式会社ログリオ, achieve further business growth, and improve the efficiency of group management.

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Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary | Howtelevision,Inc. (7064) timely disclosure | Komori