Decision and Details
Post-merger disclosure relating to the absorption-type merger
This was a merger without consideration between wholly owned parent and subsidiary companies, qualifying as a simplified merger for the surviving company and a short-form merger for the absorbed company.
The amount of the impact of the merger on financial results is Not disclosed. The surviving company's assets are expected to substantially exceed its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Post-merger disclosure relating to the absorption-type merger |
| Decision Date | 11 December 2025 (date of execution of the absorption-type merger agreement) |
| Implementation Date | 1 April 2026 (effective date; completed) |
| Amount | Merger consideration: none; for reference, the surviving company acquired 1,800,000 shares of 株式会社シミズシンテック for ¥5,182,244,000 |
| Quantity / scale | ノバラックスジャパン株式会社 had 1,638,400 issued shares, 1 shareholder and a 100% ownership ratio; all assets, liabilities and other rights and obligations are subject to succession |
| Impact on Business Performance | The amount of the impact of the merger on financial results is Not disclosed. The surviving company's assets are expected to substantially exceed its liabilities, and no circumstances that would impede the performance of its obligations are currently anticipated. |
| Reason | This was a merger without consideration between wholly owned parent and subsidiary companies, qualifying as a simplified merger for the surviving company and a short-form merger for the absorbed company. |
| Governing Rule | Companies Act, Article 801(1); Ordinance for Enforcement of the Companies Act, Article 200; Companies Act, Article 789(2), Article 796(2), Article 799(2) and (3), and Article 921; for prior disclosure, Companies Act, Article 794(1), Ordinance for Enforcement of the Companies Act, Article 191, Companies Act, Article 782(1), and Ordinance for Enforcement of the Companies Act, Article 182 |
| Related previous disclosures | “Prior Disclosure Document Relating to the Absorption-Type Merger,” dated 16 February 2026 |
| Future plans | Applications for registration of changes relating to the surviving company and the absorbed company are scheduled to be filed within 2 weeks of 1 April 2026 |
Items this document does not state (2)
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 the surviving company and a short-form merger for the absorbed company.