Decision and Details
Absorption-type merger in which BIPROGY Inc. was the surviving company and Emellience Partners, Inc. was the absorbed company
As this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary, it constituted a simplified merger for BIPROGY under Article 796, paragraph 2 of the Companies Act and an abbreviated merger for Emellience Partners under Article 784, paragraph 1 of the Companies Act
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger in which BIPROGY Inc. was the surviving company and Emellience Partners, Inc. was the absorbed company |
| Decision Date | 18 December 2025 (date the merger agreement was executed) |
| Implementation Date | 1 April 2026 (effective date; completed) |
| Amount | No consideration (no shares or other money or property delivered) |
| Quantity / scale | Absorption of 1 wholly owned subsidiary |
| Reason | As this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary, it constituted a simplified merger for BIPROGY under Article 796, paragraph 2 of the Companies Act and an abbreviated merger for Emellience Partners 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, paragraph 2, Article 784, paragraph 1, Article 789, Article 797, Article 799 and Article 921 of the Companies Act |
| Related previous disclosures | “Merger Agreement” dated 18 December 2025; “Advance Disclosure Document Relating to the Absorption-Type Merger” dated 6 February 2026 |
| Future plans | Applications for registration of changes for BIPROGY and registration of dissolution for Emellience Partners are scheduled to be filed on 1 April 2026 as a result of the merger |
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.As this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary, it constituted a simplified merger for BIPROGY and an abbreviated merger for Emellience Partners.