Komori
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 its wholly owned subsidiary mond Japan Co., Ltd. through a merger, and the subsidiary will be dissolved. There will be no consideration, and the effective date is scheduled for 1 December 2026.

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This transaction

This absorption merger
Counterparty (target company)mond Japan Co., Ltd.
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

Platform operation business

Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 1 February 2024
Net Sales¥0 million (fiscal year ended January 2026, non-consolidated)
Operating profit¥0 million (fiscal year ended January 2026, non-consolidated)
Net income for the current fiscal yearLoss of ¥2 million (fiscal year ended January 2026, non-consolidated)
Net assets¥18 million (fiscal year ended January 2026, non-consolidated)
Consideration and expenses
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Merger ratio/share exchange ratioNot applicable (merger without consideration)
Impact on Business Performance

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

Procedures and assumptions
Conditions Precedent to ExecutionShareholder approval is not required. The merger qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act for the company and as an abbreviated merger under Article 784, Paragraph 1 of the same Act for mond Japan Co., Ltd.
Management structure after acquisitionThere will be no changes to the company name, location, representative's title or name, business activities, stated capital or fiscal year-end. Employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameThis absorption merger
Counterparty namemond Japan Co., Ltd.
Name of the Subject Companymond Japan Co., Ltd.
Business Description of the Subject CompanyPlatform operation business
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company1 February 2024
Net Sales of the Subject Company¥0 million (fiscal year ended January 2026, non-consolidated)
Operating Profit of the Subject Company¥0 million (fiscal year ended January 2026, non-consolidated)
Net Income of the Subject CompanyLoss of ¥2 million (fiscal year ended January 2026, non-consolidated)
Net Assets of the Subject Company¥18 million (fiscal year ended January 2026, non-consolidated)
Acquisition priceNo consideration
Type of ConsiderationNo consideration
Merger ratio/share exchange ratioNot applicable (merger without 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 resolution29 September 2026
Contract Date29 September 2026
Execution Date / Effective Date1 December 2026 (scheduled)
Conditions Precedent to ExecutionShareholder approval is not required. The merger qualifies as a simplified merger under Article 796, Paragraph 2 of the Companies Act for the company and as an abbreviated merger under Article 784, Paragraph 1 of the same Act for mond Japan Co., Ltd.
Management structure after acquisitionThere will be no changes to the company name, location, representative's title or name, business activities, stated capital or fiscal year-end. Employee treatment: not disclosed
Items this document does not state (11)
Expenses other than the acquisition priceTender 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.

The purpose is to 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