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Definitive
How definitive the wording is.Decision and Details
Board of Directors (the document states the date on which the merger agreement was executed and refers to a simplified merger and a short-form merger, but the Board of Directors is the only decision-making body expressly identified in connection with the matter)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 (effective date, completed)
Going forwardThe change registration for the absorption-type merger is scheduled for 3 August 2026. If any change occurs after the start date of the prior disclosure, it will be disclosed immediately.
AmountMerger consideration: none; increase in share capital and capital reserves: none; face amount of converted bonds: ¥7,760 million; decrease in treasury shares: ¥8,365 million; acquisition cost of treasury shares: ¥4,763 million; subsidiary capital increase: 1,000 million Indian rupees; borrowings of 株式会社AtoG1: ¥2,048 million on 19 February 2026 and ¥656 million on 1 April 2026
Quantity / scaleTreasury shares cancelled: 6,696,581 common shares; treasury shares acquired: 2,936,100 shares; stock acquisition rights exercised: 776; capital contribution of Yamazen Machinery & Tools India Private Ltd. after the capital increase: 1,049 million Indian rupees; YAMAZEN CORPORATION's ownership ratio: 100% (including indirect ownership)
Reason
The merger is between a wholly owned parent company and its wholly owned subsidiary, and no merger consideration will be delivered. YAMAZEN CORPORATION will assume all assets, liabilities and other rights and obligations of 株式会社AtoG1.
Impact on Business Performance
No event that would currently be expected to impede the surviving company's performance of its obligations is anticipated, and the company has determined that it is likely to perform its obligations. The amount of the impact on results attributable to the merger itself is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | An absorption-type merger in which 株式会社AtoG1 is the disappearing company and YAMAZEN CORPORATION is the surviving company |
| Decision-Making Body | Board of Directors (the document states the date on which the merger agreement was executed and refers to a simplified merger and a short-form merger, but the Board of Directors is the only decision-making body expressly identified in connection with the matter) |
| Decision Date | 23 June 2026 (date the absorption-type merger agreement was signed) |
| Implementation Date | 1 August 2026 (effective date, completed) |
| Amount | Merger consideration: none; increase in share capital and capital reserves: none; face amount of converted bonds: ¥7,760 million; decrease in treasury shares: ¥8,365 million; acquisition cost of treasury shares: ¥4,763 million; subsidiary capital increase: 1,000 million Indian rupees; borrowings of 株式会社AtoG1: ¥2,048 million on 19 February 2026 and ¥656 million on 1 April 2026 |
| Quantity / scale | Treasury shares cancelled: 6,696,581 common shares; treasury shares acquired: 2,936,100 shares; stock acquisition rights exercised: 776; capital contribution of Yamazen Machinery & Tools India Private Ltd. after the capital increase: 1,049 million Indian rupees; YAMAZEN CORPORATION's ownership ratio: 100% (including indirect ownership) |
| Impact on Business Performance | No event that would currently be expected to impede the surviving company's performance of its obligations is anticipated, and the company has determined that it is likely to perform its obligations. The amount of the impact on results attributable to the merger itself is Not disclosed. |
| Reason | The merger is between a wholly owned parent company and its wholly owned subsidiary, and no merger consideration will be delivered. YAMAZEN CORPORATION will assume all assets, liabilities and other rights and obligations of 株式会社AtoG1. |
| Governing Rule | Article 801, paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 789, paragraphs 2 and 3 of the Companies Act; Article 796, paragraph 2 of the Companies Act; Article 797, paragraphs 3 and 4 of the Companies Act; Article 799, paragraphs 2 and 3 of the Companies Act; Article 782, paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 784, paragraph 1 of the Companies Act; Article 459, paragraph 1, item 1 of the Companies Act |
| Future plans | The change registration for the absorption-type merger is scheduled for 3 August 2026. If any change occurs after the start date of the prior disclosure, it will be disclosed immediately. |
Items this document does not state (2)
Period 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.To disclose the effectiveness of the absorption-type merger and the progress of the statutory procedures as post-merger disclosure matters prescribed in Article 801, paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act.
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