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M&A and Subsidiary Changes7369Meiho Holdings,Inc.Information and Communications, Services and Others

Notice Regarding Group Reorganization (Absorption-Type Company Split Between Consolidated Subsidiaries)

We have decided to transfer the business of メイホーアティーボ's Sapporo Sales Office to its wholly owned subsidiary, 株式会社エモリスリンク, through an absorption-type company split. The effective date is scheduled for 1 August 2026, and no shares or other assets will be allocated.

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This transaction

Name of transaction
Counterparty株式会社エモリスリンク (successor company in the absorption-type company split)
Disclosing companyMeiho Holdings,Inc.
株式会社メイホーアティーボ (company effecting the absorption-type company split; the business covered is the business of its Sapporo Sales Office)Subject of this transactionNumber of shares acquired Not applicable (no shares will be allocated)Voting rights ownership percentage Before 100% (the Company's ownership interest) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Business of メイホーアティーボ's Sapporo Sales Office (worker dispatch services and other businesses)

Location Sapporo, Hokkaido (Sapporo Sales Office)Share capital ¥50 millionDate of incorporation 1 February 2017
Net Sales¥884 million (fiscal year ended June 2025)
Operating profit¥56 million (fiscal year ended June 2025)
Net income for the current fiscal year¥59 million (fiscal year ended June 2025; net income attributable to owners of the parent)
Net assets¥151 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceNot applicable (no shares or other assets will be allocated in connection with this absorption-type company split)
Type of ConsiderationNo consideration (no shares or other assets will be allocated in connection with this absorption-type company split)
Impact on Business Performance

There will be no impact on the Company's consolidated results for the current fiscal year (the fiscal year ending June 2026). Based on the current outlook, the impact on the Company's consolidated results for the current fiscal year is expected to be immaterial.

Procedures and assumptions
Conditions Precedent to Executionエモリスリンク has already obtained a worker dispatch business license. It has been determined that there are no issues regarding the likelihood of the successor company performing its obligations.
Management structure after acquisitionThere will be no changes resulting from this absorption-type company split to the successor company's corporate name, head office location, title and name of its representative, business activities other than the business covered, capital or fiscal year-end. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty name株式会社エモリスリンク (successor company in the absorption-type company split)
Name of the Subject Company株式会社メイホーアティーボ (company effecting the absorption-type company split; the business covered is the business of its Sapporo Sales Office)
Business Description of the Subject CompanyBusiness of メイホーアティーボ's Sapporo Sales Office (worker dispatch services and other businesses)
Location of the Subject CompanySapporo, Hokkaido (Sapporo Sales Office)
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company1 February 2017
Net Sales of the Subject Company¥884 million (fiscal year ended June 2025)
Operating Profit of the Subject Company¥56 million (fiscal year ended June 2025)
Net Income of the Subject Company¥59 million (fiscal year ended June 2025; net income attributable to owners of the parent)
Net Assets of the Subject Company¥151 million (fiscal year ended June 2025)
Acquisition priceNot applicable (no shares or other assets will be allocated in connection with this absorption-type company split)
Type of ConsiderationNo consideration (no shares or other assets will be allocated in connection with this absorption-type company split)
Number of shares acquiredNot applicable (no shares will be allocated)
Voting rights ownership percentageBefore 100% (the Company's ownership interest) (after not disclosed)
Impact on Business PerformanceThere will be no impact on the Company's consolidated results for the current fiscal year (the fiscal year ending June 2026). Based on the current outlook, the impact on the Company's consolidated results for the current fiscal year is expected to be immaterial.
Date of board resolution11 June 2026
Contract Date11 June 2026 (予定)
Execution Date / Effective Date1 August 2026 (scheduled)
Conditions Precedent to Executionエモリスリンク has already obtained a worker dispatch business license. It has been determined that there are no issues regarding the likelihood of the successor company performing its obligations.
Management structure after acquisitionThere will be no changes resulting from this absorption-type company split to the successor company's corporate name, head office location, title and name of its representative, business activities other than the business covered, capital or fiscal year-end. Employee treatment: Not disclosed
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender 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.

The purpose is to enhance the business operating structure in order to achieve further growth in the human resources services business and strengthen its operating foundation. With respect to the Sapporo Sales Office business acquired by メイホーアティーボ through a business acquisition, we are developing an operating structure that reflects regional characteristics. Since エモリスリンク has obtained a worker dispatch business license, the business will be transferred to that company.

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Notice Regarding Group Reorganization (Absorption-Type Company Split Between Consolidated Subsidiaries) | Meiho Holdings,Inc. (7369) timely disclosure | Komori