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How definitive the wording is.This transaction
This business transferCounterparty (target company)mond, Inc.
Disclosing companyHowtelevision,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Platform operation business
Location Delaware, United StatesShare capital US$100 thousandDate of incorporation 26 February 2025
Net Sales¥32.897 million (transferred division, fiscal year ended January 2026)
Net assetsUS$86 thousand (as of 31 December 2025)
Consideration and expenses
Acquisition priceThe transfer is scheduled to be carried out without consideration.
Type of ConsiderationNo consideration
Impact on Business Performance
As this business transfer is an organisational restructuring within the Company's consolidated group and the transferee is the Company's wholly owned subsidiary, its impact on the Company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this business transfer does not fall under any of the provisions of Article 467, paragraph 1 of the Companies Act, it does not require approval by resolution at the Company's shareholders' meeting.
Management structure after acquisitionThe business assets will be consolidated into a single entity, and the contractual relationships related to the business are scheduled to be transferred. The corporate name, representative and treatment of employees are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This business transfer |
| Counterparty name | mond, Inc. |
| Name of the Subject Company | mond, Inc. |
| Business Description of the Subject Company | Platform operation business |
| Location of the Subject Company | Delaware, United States |
| Capital Stock of the Subject Company | US$100 thousand |
| Date of Establishment of the Subject Company | 26 February 2025 |
| Net Sales of the Subject Company | ¥32.897 million (transferred division, fiscal year ended January 2026) |
| Net Assets of the Subject Company | US$86 thousand (as of 31 December 2025) |
| Acquisition price | The transfer is scheduled to be carried out without consideration. |
| Type of Consideration | No consideration |
| Impact on Business Performance | As this business transfer is an organisational restructuring within the Company's consolidated group and the transferee is the Company's wholly owned subsidiary, its impact on the Company's consolidated results will be immaterial. |
| Date of board resolution | 29 September 2026 |
| Contract Date | 20 October 2026 (予定) |
| Execution Date / Effective Date | 30 November 2026 (予定) |
| Conditions Precedent to Execution | As this business transfer does not fall under any of the provisions of Article 467, paragraph 1 of the Companies Act, it does not require approval by resolution at the Company's shareholders' meeting. |
| Management structure after acquisition | The business assets will be consolidated into a single entity, and the contractual relationships related to the business are scheduled to be transferred. The corporate name, representative and treatment of employees are Not disclosed. |
Items this document does not state (15)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding 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 consolidate the business assets related to the mond platform, which are distributed across multiple entities within the Group, into a single entity and improve management efficiency.
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