Decision and Details
Absorption-Type Merger
Because this is a merger between a wholly owned parent company and its wholly owned subsidiary
Even after the absorption merger takes effect, no circumstances are currently anticipated in terms of earnings, cash flows or other matters that would impede the performance of obligations. The company has determined that the obligations are expected to be performed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-Type Merger |
| Decision Date | 13 July 2026 (date of execution of the merger agreement) |
| Implementation Date | 1 October 2026 (scheduled effective date) |
| Amount | Merger consideration: none; borrowings for the acquisition of shares: ¥5,000 million |
| Quantity / scale | All shares of ファスキアホールディングス株式会社 (acquired on 1 October 2025); 1,911,900 issued common shares and 29,000 treasury shares (as of 31 August 2025) |
| Impact on Business Performance | Even after the absorption merger takes effect, no circumstances are currently anticipated in terms of earnings, cash flows or other matters that would impede the performance of obligations. The company has determined that the obligations are expected to be performed. |
| Reason | Because this is a merger between a wholly owned parent company and its wholly owned subsidiary |
| Governing Rule | Companies Act, Article 794, paragraph 1; Ordinance for Enforcement of the Companies Act, Article 191; Companies Act, Article 782, paragraph 1; Ordinance for Enforcement of the Companies Act, Article 182, paragraph 1 |
| Future plans | The absorption merger will take effect on 1 October 2026. If any changes arise in the information provided, the fact and details of the changes 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.The document states that no merger consideration will be paid because the merger is between a wholly owned parent company and its subsidiary, and that no circumstances are currently anticipated that would impede the surviving company's performance of its obligations following the merger.