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Statutory disclosure document7793IMAGE MAGIC Inc.Information and Communications, Services and Others

Statutory Prior Disclosure Document (Share Exchange) (株式会社長谷川美芸)

IMAGE MAGIC Inc. entered into an agreement to acquire all 500 issued shares of 長谷川美芸 through a share exchange, making it a wholly owned subsidiary. Shareholders of 長谷川美芸 will receive 900 shares of IMAGE MAGIC Inc. common stock for each share they hold.

Worth reading
71In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
450000
Number of shares scheduled to be issued
Wording
Conditional
How definitive the wording is.

Decision and Details

Lawful corporate resolutions by IMAGE MAGIC Inc. and 長谷川美芸 (IMAGE MAGIC Inc. will not require a resolution at a shareholders’ meeting under Article 796, paragraph 2 of the Companies Act)

Share exchange with 長谷川美芸

Decision2 October 2026 (date of execution of the share exchange agreement)
Period CoveredFrom 26 October 2026 until after the effective date of the share exchange
Implementation26 October 2026 (scheduled effective date; subject to change by agreement between the parties)
Going forward長谷川美芸 will hold a shareholders’ meeting by the day before the effective date to approve the share exchange agreement and related matters. The share exchange is scheduled to take effect on 26 October 2026.
AmountShare values used to calculate the exchange consideration: ¥1,500 per share of IMAGE MAGIC Inc. and ¥1,360,000 per share of 長谷川美芸; increase in stated capital: ¥99,000,000; capital reserve: ¥99,000,000; retained earnings reserve: ¥0
Quantity / scaleTotal number of issued shares of 長谷川美芸: 500 shares; 900 shares of IMAGE MAGIC Inc. common stock for each share of 長谷川美芸 common stock, with a maximum scheduled issuance of 450,000 shares
Reason

Increased orders from the company and expanded production capacity following the conversion of 長谷川美芸 into a subsidiary, along with labor savings using systems and other measures

Impact on Business Performance

In FY2028, revenue at 長谷川美芸 is expected to increase by approximately 15% through increased orders from the company and expanded production capacity following its conversion into a subsidiary, while operating profit is expected to increase by approximately 73% through labor savings using systems and other measures. The company does not expect a significant increase or decrease in profit.

Decision and Details
ItemDetails
Matter CoveredShare exchange with 長谷川美芸
Decision-Making BodyLawful corporate resolutions by IMAGE MAGIC Inc. and 長谷川美芸 (IMAGE MAGIC Inc. will not require a resolution at a shareholders’ meeting under Article 796, paragraph 2 of the Companies Act)
Decision Date2 October 2026 (date of execution of the share exchange agreement)
Implementation Date26 October 2026 (scheduled effective date; subject to change by agreement between the parties)
Period CoveredFrom 26 October 2026 until after the effective date of the share exchange
AmountShare values used to calculate the exchange consideration: ¥1,500 per share of IMAGE MAGIC Inc. and ¥1,360,000 per share of 長谷川美芸; increase in stated capital: ¥99,000,000; capital reserve: ¥99,000,000; retained earnings reserve: ¥0
Quantity / scaleTotal number of issued shares of 長谷川美芸: 500 shares; 900 shares of IMAGE MAGIC Inc. common stock for each share of 長谷川美芸 common stock, with a maximum scheduled issuance of 450,000 shares
Impact on Business PerformanceIn FY2028, revenue at 長谷川美芸 is expected to increase by approximately 15% through increased orders from the company and expanded production capacity following its conversion into a subsidiary, while operating profit is expected to increase by approximately 73% through labor savings using systems and other measures. The company does not expect a significant increase or decrease in profit.
ReasonIncreased orders from the company and expanded production capacity following the conversion of 長谷川美芸 into a subsidiary, along with labor savings using systems and other measures
Governing RuleArticle 794, paragraph 1 of the Companies Act; Article 193 of the Ordinance for Enforcement of the Companies Act; Articles 796, paragraph 2 and 234 of the Companies Act; Article 39, paragraph 2 of the Ordinance on Company Accounting
Future plans長谷川美芸 will hold a shareholders’ meeting by the day before the effective date to approve the share exchange agreement and related matters. The share exchange is scheduled to take effect on 26 October 2026.
Items this document does not state (1)
Related previous disclosures

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.

By making 長谷川美芸 a subsidiary, the company expects increased orders from the company and expanded production capacity at 長谷川美芸, resulting in an approximately 15% increase in revenue and an approximately 73% increase in operating profit in FY2028.

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Statutory Prior Disclosure Document (Share Exchange) (株式会社長谷川美芸) | IMAGE MAGIC Inc. (7793) timely disclosure | Komori