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Statutory disclosure document8051YAMAZEN CORPORATIONTrading & Wholesale

Statutory Pre-Merger Disclosure Document (Absorption-Type Merger) (AtoG1 Co., Ltd.)

YAMAZEN CORPORATION entered into an agreement to absorb its wholly owned subsidiary, 株式会社AtoG1, assuming all of AtoG1's assets, liabilities, rights and obligations. The effective date is 1 August 2026, and no merger consideration will be paid.

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Decision and Details

An absorption-type merger in which 株式会社AtoG1 is the disappearing company and YAMAZEN CORPORATION is the surviving company

Decision23 June 2026 (date the absorption-type merger agreement was signed)
Implementation1 August 2026 (scheduled; effective date)
Going forwardThe absorption-type merger is scheduled to take effect on 1 August 2026. If any changes arise in the disclosed information before the effective date, they will be disclosed immediately.
AmountMerger consideration: none; AtoG1 borrowings from YAMAZEN CORPORATION: ¥2,048 million on 19 February 2026 and ¥656 million on 1 April 2026; other amounts: ¥4,763 million for YAMAZEN CORPORATION's acquisition of treasury shares and INR1,000 million for a capital increase by an Indian subsidiary
Quantity / scaleAll of AtoG1's assets, liabilities, rights and obligations will be assumed; no merger consideration will be paid
Reason

No merger consideration will be paid because this is a merger between a wholly owned parent company and its wholly owned subsidiary. Other reasons for the merger: not disclosed.

Impact on Business Performance

Even after the effective date, no event is currently anticipated in YAMAZEN CORPORATION's earnings or cash flow position that would interfere with its ability to perform its obligations. YAMAZEN CORPORATION has determined that it is likely to perform its obligations after the merger.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type merger in which 株式会社AtoG1 is the disappearing company and YAMAZEN CORPORATION is the surviving company
Decision Date23 June 2026 (date the absorption-type merger agreement was signed)
Implementation Date1 August 2026 (scheduled; effective date)
AmountMerger consideration: none; AtoG1 borrowings from YAMAZEN CORPORATION: ¥2,048 million on 19 February 2026 and ¥656 million on 1 April 2026; other amounts: ¥4,763 million for YAMAZEN CORPORATION's acquisition of treasury shares and INR1,000 million for a capital increase by an Indian subsidiary
Quantity / scaleAll of AtoG1's assets, liabilities, rights and obligations will be assumed; no merger consideration will be paid
Impact on Business PerformanceEven after the effective date, no event is currently anticipated in YAMAZEN CORPORATION's earnings or cash flow position that would interfere with its ability to perform its obligations. YAMAZEN CORPORATION has determined that it is likely to perform its obligations after the merger.
ReasonNo merger consideration will be paid because this is a merger between a wholly owned parent company and its wholly owned subsidiary. Other reasons for the merger: not disclosed.
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 191 of the Regulation for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act; and Article 784, Paragraph 1 of the Companies Act
Future plansThe absorption-type merger is scheduled to take effect on 1 August 2026. If any changes arise in the disclosed information before the effective date, they will be disclosed immediately.
Items this document does not state (3)
Decision-Making BodyPeriod CoveredRelated 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.

As this is a merger between a wholly owned parent company and its wholly owned subsidiary, no merger consideration will be paid. YAMAZEN CORPORATION also states that no event is currently anticipated that would interfere with its ability to perform its obligations after the merger.

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Statutory Pre-Merger Disclosure Document (Absorption-Type Merger) (AtoG1 Co., Ltd.) | YAMAZEN CORPORATION (8051) timely disclosure | Komori