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How definitive the wording is.Decision and Details
Board of Directors (no corporate body specified for execution of the merger agreement), subject to approval at Kyokuto Boeki Kaisha,Limited's annual general meeting of shareholdersKyokuto Boeki Kaisha,Limited's absorption merger with 株式会社ゼットアールシー・ジャパン
Decision22 May 2026 (date the merger agreement was executed)
Period CoveredFrom 1 October 2026 onward (from the effective date of the merger)
Implementation1 October 2026 (scheduled effective date; subject to change by mutual consultation)
Going forwardSubject to approval at the annual general meeting of shareholders to be held on 23 June 2026, the merger is scheduled to take effect on 1 October 2026. Any changes arising after the start date of the prior disclosure will be disclosed immediately.
AmountTotal acquisition price for treasury shares: ¥1,000,000,000 (maximum); gain on sale of investment securities: approximately ¥1 billion (expected)
Quantity / scaleTreasury shares subject to acquisition: 600,000 shares (maximum; 4.99% of the total number of issued shares excluding treasury shares); 108 shares of 株式会社ゼットアールシー・ジャパン (ownership interest: 100.0%)
Reason
Because this is a merger between a wholly owned parent company and its wholly owned subsidiary
Impact on Business Performance
A loss on the extinguishment of shares held in the merger is expected to arise in the surviving company's non-consolidated financial statements. No circumstances that would interfere with the performance of obligations after the merger are currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Kyokuto Boeki Kaisha,Limited's absorption merger with 株式会社ゼットアールシー・ジャパン |
| Decision-Making Body | Board of Directors (no corporate body specified for execution of the merger agreement), subject to approval at Kyokuto Boeki Kaisha,Limited's annual general meeting of shareholders |
| Decision Date | 22 May 2026 (date the merger agreement was executed) |
| Implementation Date | 1 October 2026 (scheduled effective date; subject to change by mutual consultation) |
| Period Covered | From 1 October 2026 onward (from the effective date of the merger) |
| Amount | Total acquisition price for treasury shares: ¥1,000,000,000 (maximum); gain on sale of investment securities: approximately ¥1 billion (expected) |
| Quantity / scale | Treasury shares subject to acquisition: 600,000 shares (maximum; 4.99% of the total number of issued shares excluding treasury shares); 108 shares of 株式会社ゼットアールシー・ジャパン (ownership interest: 100.0%) |
| Impact on Business Performance | A loss on the extinguishment of shares held in the merger is expected to arise in the surviving company's non-consolidated financial statements. No circumstances that would interfere with the performance of obligations after the merger are currently anticipated. |
| Reason | Because this is a merger between a wholly owned parent company and its wholly owned subsidiary |
| Governing Rule | Article 794, Paragraph 1; Article 782, Paragraph 1; Article 795, Paragraph 2, Item 1; and Article 784, Paragraph 1 of the Companies Act, and Articles 191 and 182 of the Ordinance for Enforcement of the Companies Act |
| Future plans | Subject to approval at the annual general meeting of shareholders to be held on 23 June 2026, the merger is scheduled to take effect on 1 October 2026. Any changes arising after the start date of the prior disclosure will be disclosed immediately. |
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.As this is a merger between a wholly owning parent company and its wholly owned subsidiary, no merger consideration will be paid. No circumstances that would interfere with the performance of obligations after the merger are currently anticipated.
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