Worth reading
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How definitive the wording is.This transaction
Absorption-type merger (simplified merger and short-form merger)CounterpartyWakita & Co.,LTD.
Disclosing companyWakita & Co.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Real estate leasing
Location Nishi-ku, Osaka CityShare capital ¥86 millionDate of incorporation 28 July 1943
Net Sales¥26 million (fiscal year ended December 2025)
Operating profit¥21 million (fiscal year ended December 2025)
Net income for the current fiscal year¥17 million (fiscal year ended December 2025)
Net assets¥105 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued, no increase in capital will be made, and no merger consideration will be paid in connection with the merger)
Type of ConsiderationNo consideration
Impact on Business Performance
The impact of this transaction on our consolidated results for the fiscal year ending February 2027 is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionShareholders' meeting approval is not required. Wakita & Co.,LTD. will conduct a simplified merger as provided for in Article 796, paragraph 2 of the Companies Act, while 株式会社コルディア will conduct a short-form merger as provided for in Article 784, paragraph 1 of the Companies Act.
Management structure after acquisitionFollowing the merger, there will be no changes to the corporate name, head office location, title or name of the representative, business activities, capital or fiscal year-end of the surviving company, Wakita & Co.,LTD. 株式会社コルディア will cease to exist.
| Item | Details |
|---|---|
| Transaction name | Absorption-type merger (simplified merger and short-form merger) |
| Counterparty name | Wakita & Co.,LTD. |
| Name of the Subject Company | 株式会社コルディア |
| Business Description of the Subject Company | Real estate leasing |
| Location of the Subject Company | Nishi-ku, Osaka City |
| Capital Stock of the Subject Company | ¥86 million |
| Date of Establishment of the Subject Company | 28 July 1943 |
| Net Sales of the Subject Company | ¥26 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥21 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥17 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥105 million (fiscal year ended December 2025) |
| Acquisition price | Not applicable (no new shares will be issued, no increase in capital will be made, and no merger consideration will be paid in connection with the merger) |
| Type of Consideration | No consideration |
| Number of shares acquired | Not applicable (no new shares will be issued in connection with the merger) |
| Voting rights ownership percentage | Before 100.00% → after Not applicable (the target company will cease to exist as a result of the merger) |
| Impact on Business Performance | The impact of this transaction on our consolidated results for the fiscal year ending February 2027 is expected to be immaterial. |
| Date of board resolution | 24 September 2026 |
| Contract Date | 19 October 2026 (予定) |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | Shareholders' meeting approval is not required. Wakita & Co.,LTD. will conduct a simplified merger as provided for in Article 796, paragraph 2 of the Companies Act, while 株式会社コルディア will conduct a short-form merger as provided for in Article 784, paragraph 1 of the Companies Act. |
| Management structure after acquisition | Following the merger, there will be no changes to the corporate name, head office location, title or name of the representative, business activities, capital or fiscal year-end of the surviving company, Wakita & Co.,LTD. 株式会社コルディア will cease to exist. |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
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.株式会社コルディア owns part of the land on which a hotel is located and leases it to Wakita & Co.,LTD. In addition, Wakita & Co.,LTD. owns rental office buildings and rental apartments. The merger is intended to centralize ownership of real estate within the Group.
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