Decision and Details
Post-merger disclosure concerning the absorption-type merger of 株式会社ゼットアールシー・ジャパン by 極東貿易株式会社
Because this was a merger between a wholly owned parent and subsidiary and no merger consideration will be delivered. Also, for post-merger disclosure under the Companies Act.
Because a loss on the extinguishment of shares held in a parent-subsidiary merger was expected to arise, the statutory pre-merger disclosure document was premised on approval at the annual general meeting of shareholders. The post-merger disclosure document states that there is no concern regarding the ability to perform obligations after the merger. Amount of impact: Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Post-merger disclosure concerning the absorption-type merger of 株式会社ゼットアールシー・ジャパン by 極東貿易株式会社 |
| Decision Date | 22 May 2026 (date the merger agreement was executed) |
| Implementation Date | 1 October 2026 (effective date; completed) |
| Period Covered | From 1 October 2026 onward (effective date of the merger) |
| Amount | No merger consideration will be delivered. The surviving company's stated capital, capital reserve and retained earnings reserve will not increase. |
| Quantity / scale | All assets, liabilities and associated rights and obligations of 株式会社ゼットアールシー・ジャパン. The disappearing company was a wholly owned subsidiary of 極東貿易株式会社 (shareholding ratio: 100.0%). |
| Impact on Business Performance | Because a loss on the extinguishment of shares held in a parent-subsidiary merger was expected to arise, the statutory pre-merger disclosure document was premised on approval at the annual general meeting of shareholders. The post-merger disclosure document states that there is no concern regarding the ability to perform obligations after the merger. Amount of impact: Not disclosed. |
| Reason | Because this was a merger between a wholly owned parent and subsidiary and no merger consideration will be delivered. Also, for post-merger disclosure under 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 921 of the Companies Act |
| Related previous disclosures | Statutory Pre-Merger Disclosure Document published on 22 May 2026 |
| Future plans | The company plans to promptly apply for the registration of the changes under Article 921 of the Companies Act after 1 October 2026. |
Items this document does not state (1)
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.For post-merger disclosure pursuant to Article 801, Paragraph 1 of the Companies Act and the items of Article 200 of the Ordinance for Enforcement of the Companies Act. The company explains that, after the merger, assets are expected to exceed liabilities and no circumstances are anticipated that would impede the performance of obligations.