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Definitive
How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)mond Japan Co., Ltd.
Disclosing companyHowtelevision,Inc.
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
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | mond Japan Co., Ltd. |
| Name of the Subject Company | mond Japan Co., Ltd. |
| Business Description of the Subject Company | Platform operation business |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 1 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 Company | Loss 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 price | No consideration |
| Type of Consideration | No consideration |
| Merger ratio/share exchange ratio | Not applicable (merger without consideration) |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results will be minor. |
| Date of board resolution | 29 September 2026 |
| Contract Date | 29 September 2026 |
| Execution Date / Effective Date | 1 December 2026 (scheduled) |
| Conditions Precedent to Execution | Shareholder 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 acquisition | There 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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