Decision and Details
Absorption-type merger between OIE SANGYO CO.,LTD. and ウェルユー・フード株式会社
Because this is a merger between a wholly owning parent company and its wholly owned subsidiary, it was determined appropriate not to pay merger consideration.
After the effective date of the merger, OIE SANGYO CO.,LTD.’s assets are expected to substantially exceed its liabilities, and no circumstances are anticipated that would impede the performance of its obligations.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger between OIE SANGYO CO.,LTD. and ウェルユー・フード株式会社 |
| Decision Date | 8 June 2026 (date the absorption-type merger agreement was signed) |
| Implementation Date | 31 August 2026 (scheduled; effective date) |
| Amount | For ウェルユー・フード株式会社’s most recent fiscal year: total assets of ¥144,686,331, total liabilities of ¥42,820,690, total net assets of ¥101,865,641, net sales of ¥234,047,387 and net income of ¥8,723,544 |
| Quantity / scale | OIE SANGYO CO.,LTD. holds all of the issued shares of ウェルユー・フード株式会社 |
| Impact on Business Performance | After the effective date of the merger, OIE SANGYO CO.,LTD.’s assets are expected to substantially exceed its liabilities, and no circumstances are anticipated that would impede the performance of its obligations. |
| Reason | Because this is a merger between a wholly owning parent company and its wholly owned subsidiary, it was determined appropriate not to pay merger consideration. |
| Governing Rule | Article 794, paragraph 1; Article 782, paragraph 1; Article 796, paragraph 2; and Article 784, paragraph 1 of the Companies Act; and Article 191 and Article 182 of the Ordinance for Enforcement of the Companies Act |
| Future plans | The absorption-type merger is scheduled to take effect on 31 August 2026. If any change occurs in the matters stated after the date on which the documents are made available for inspection, the changed matters will be disclosed immediately. |
Items this document does not state (3)
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.As this is a merger between a wholly owning parent company and its wholly owned subsidiary, and OIE SANGYO CO.,LTD. holds all of the issued shares of ウェルユー・フード株式会社, no merger consideration will be paid. Since the merger qualifies as a simplified merger and an abbreviated merger under the Companies Act, neither company is required to obtain approval at a shareholders meeting.