Decision and Details
Post-merger disclosure relating to the absorption-type merger with Well You Food Co., Ltd.
Because the merger was between a parent company and its wholly owned subsidiary, and it was deemed appropriate not to deliver merger consideration. The merger qualifies as a simplified merger under Article 796, Paragraphs 2 and 3 of the Companies Act and an abbreviated merger under Article 784, Paragraph 1 of the Companies Act.
Even after considering the revenue and cash flow position following the effective date of the merger, no situation is anticipated that would impede the performance of obligations. The amount of the impact on the earnings forecast is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Post-merger disclosure relating to the absorption-type merger with Well You Food Co., Ltd. |
| Decision Date | 8 June 2026 (date the absorption-type merger agreement was signed) |
| Implementation Date | 31 August 2026 (effective date; completed) |
| Period Covered | From 31 August 2026 onward (from the effective date of the merger) |
| Amount | Merger consideration: none; assets assumed from the dissolved company: ¥144,686,331; liabilities assumed from the dissolved company: ¥42,820,690; net assets of the dissolved company: ¥101,865,641 |
| Quantity / scale | Absorption-type merger with 1 wholly owned subsidiary, Well You Food Co., Ltd.; date of registration of the change: 9 September 2026 |
| Impact on Business Performance | Even after considering the revenue and cash flow position following the effective date of the merger, no situation is anticipated that would impede the performance of obligations. The amount of the impact on the earnings forecast is Not disclosed. |
| Reason | Because the merger was between a parent company and its wholly owned subsidiary, and it was deemed appropriate not to deliver merger consideration. The merger qualifies as a simplified merger under Article 796, Paragraphs 2 and 3 of the Companies Act and an abbreviated merger under Article 784, Paragraph 1 of the Companies Act. |
| Governing Rule | Article 801, Paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraphs 2 and 3 of the Companies Act; Article 784, Paragraph 1; Article 794, Paragraph 1; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 782, Paragraph 1; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 795, Paragraph 1 |
| Related previous disclosures | "Prior disclosure document relating to the absorption-type merger" dated 17 June 2026; "Absorption-type merger agreement" dated 8 June 2026 |
Items this document does not state (2)
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 a post-merger disclosure under the Companies Act. It states that no merger consideration was delivered because the merger was between a parent company and its wholly owned subsidiary, and that shareholder approval was not required because the merger qualified as a simplified merger.