Worth reading
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Definitive
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The boards of directors of ナイス株式会社 and リナイス株式会社Post-merger disclosure relating to the absorption-type merger
Decision23 December 2025 (date the merger agreement was executed)
Period CoveredOn or after 1 April 2026
Implementation1 April 2026 (effective date; completed)
Going forwardThe companies plan to apply for registration of the absorption-type merger within 2 weeks of 1 April 2026, the effective date of the merger.
AmountMerger consideration: none; total dividends of リナイス株式会社: ¥188,487,070; dividend per common share of リナイス株式会社: ¥942,435.35
Quantity / scaleAll issued shares of リナイス株式会社 (wholly owned by ナイス株式会社)
Reason
Because this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary
Impact on Business Performance
Following the merger, no earnings or cash flow events are currently expected to interfere with ナイス株式会社's ability to perform its obligations; its assets are expected to substantially exceed its liabilities.
| Item | Details |
|---|---|
| Matter Covered | Post-merger disclosure relating to the absorption-type merger |
| Decision-Making Body | The boards of directors of ナイス株式会社 and リナイス株式会社 |
| Decision Date | 23 December 2025 (date the merger agreement was executed) |
| Implementation Date | 1 April 2026 (effective date; completed) |
| Period Covered | On or after 1 April 2026 |
| Amount | Merger consideration: none; total dividends of リナイス株式会社: ¥188,487,070; dividend per common share of リナイス株式会社: ¥942,435.35 |
| Quantity / scale | All issued shares of リナイス株式会社 (wholly owned by ナイス株式会社) |
| Impact on Business Performance | Following the merger, no earnings or cash flow events are currently expected to interfere with ナイス株式会社's ability to perform its obligations; its assets are expected to substantially exceed its liabilities. |
| Reason | Because this was a merger without consideration between a wholly owned parent company and its wholly owned subsidiary |
| 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 799, paragraphs 2 and 3; Article 789, paragraph 2; Article 782, paragraph 1 of the Companies Act; and Articles 191 and 182 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | “Prior Disclosure Document Relating to the Absorption-Type Merger” dated 14 February 2026; “Merger Agreement” dated 23 December 2025 |
| Future plans | The companies plan to apply for registration of the absorption-type merger within 2 weeks of 1 April 2026, the effective date of the merger. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The document states that the transaction was carried out as a merger without consideration because it was a merger between a wholly owned parent company and its wholly owned subsidiary.
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