Worth reading
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How definitive the wording is.This transaction
This mergerCounterparty (target company)Men's B.P. Co., Ltd.
Disclosing companyCyberBuzz,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Social Media Marketing Business
Location Shibuya, TokyoShare capital ¥20 millionDate of incorporation 4 November 2025
Consideration and expenses
Acquisition priceNone (no shares or other cash or other assets will be allotted in connection with this merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration allocated)
Merger ratio/share exchange ratioNot applicable (this is a merger with a wholly owned subsidiary, with no shares or other cash or monetary consideration allocated)
Impact on Business Performance
The impact on our consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger and short-form merger, no shareholders' meeting will be held to approve the merger agreement.
Management structure after acquisitionMen's B.P. Co., Ltd. will be dissolved. There will be no changes to our name, head office location, the title or name of our representative, business activities, capital or fiscal year after the merger. Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | Men's B.P. Co., Ltd. |
| Name of the Subject Company | Men's B.P. Co., Ltd. |
| Business Description of the Subject Company | Social Media Marketing Business |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥20 million |
| Date of Establishment of the Subject Company | 4 November 2025 |
| Acquisition price | None (no shares or other cash or other assets will be allotted in connection with this merger) |
| Type of Consideration | No consideration (no shares or other monetary consideration allocated) |
| Merger ratio/share exchange ratio | Not applicable (this is a merger with a wholly owned subsidiary, with no shares or other cash or monetary consideration allocated) |
| Number of shares acquired | Not applicable (the number of shares acquired through the merger is not stated) |
| Voting rights ownership percentage | Before 100.0% → after Not applicable (the target company will be dissolved after the merger) |
| Impact on Business Performance | The impact on our consolidated results will be immaterial. |
| Date of board resolution | 10 September 2026 |
| Contract Date | 10 September 2026 |
| Execution Date / Effective Date | 1 November 2026 (scheduled effective date) |
| Conditions Precedent to Execution | As this is a simplified merger and short-form merger, no shareholders' meeting will be held to approve the merger agreement. |
| Management structure after acquisition | Men's B.P. Co., Ltd. will be dissolved. There will be no changes to our name, head office location, the title or name of our representative, business activities, capital or fiscal year after the merger. Treatment of employees: Not disclosed |
Items this document does not state (14)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.This is because we determined that optimizing the Group's management resources, expediting decision-making and generating Group synergies, including through cross-selling, would support further growth.
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