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How definitive the wording is.This transaction
Name of transactionCounterparty (target company)株式会社カスタムライフ
Disclosing companyAOYAMA TRADING 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
Web media business
Location 2-15-9 Uchikanda, Chiyoda-ku, TokyoShare capital ¥6.1 millionDate of incorporation 30 September 2016
Net Sales¥332 million (fiscal year ending March 2026, non-consolidated)
Operating profit(¥37 million) (fiscal year ending March 2026, non-consolidated)
Net income for the current fiscal year(¥273 million) (fiscal year ending March 2026, non-consolidated)
Net assets¥428 million (fiscal year ending March 2026, non-consolidated)
Consideration and expenses
Acquisition priceNo consideration (no shares or other monetary consideration will be allocated or paid)
Type of ConsiderationNo consideration (no cash, shares or other monetary consideration)
Impact on Business Performance
As the parties to the transaction are Aoyama Trading and its wholly owned subsidiary, the impact on Aoyama Trading's consolidated results is expected to be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this qualifies as a simplified absorption-type company split under Article 784, Paragraph 1 of the Companies Act and an abbreviated absorption-type company split under Article 796, Paragraph 2 of the Companies Act, both companies will carry out this absorption-type company split without obtaining approval at a shareholders' meeting.
Management structure after acquisitionFollowing this absorption-type company split, there will be no change to Aoyama Trading's name, location, representative's title or name, business activities, capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | 株式会社カスタムライフ |
| Name of the Subject Company | 株式会社カスタムライフ |
| Business Description of the Subject Company | Web media business |
| Location of the Subject Company | 2-15-9 Uchikanda, Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥6.1 million |
| Date of Establishment of the Subject Company | 30 September 2016 |
| Net Sales of the Subject Company | ¥332 million (fiscal year ending March 2026, non-consolidated) |
| Operating Profit of the Subject Company | (¥37 million) (fiscal year ending March 2026, non-consolidated) |
| Net Income of the Subject Company | (¥273 million) (fiscal year ending March 2026, non-consolidated) |
| Net Assets of the Subject Company | ¥428 million (fiscal year ending March 2026, non-consolidated) |
| Acquisition price | No consideration (no shares or other monetary consideration will be allocated or paid) |
| Type of Consideration | No consideration (no cash, shares or other monetary consideration) |
| Voting rights ownership percentage | Before 100.00% (as of 10 August 2026) (after not disclosed) |
| Impact on Business Performance | As the parties to the transaction are Aoyama Trading and its wholly owned subsidiary, the impact on Aoyama Trading's consolidated results is expected to be immaterial. |
| Date of board resolution | 10 August 2026 |
| Contract Date | 10 August 2026 |
| Execution Date / Effective Date | 30 September 2026 (予定) |
| Conditions Precedent to Execution | As this qualifies as a simplified absorption-type company split under Article 784, Paragraph 1 of the Companies Act and an abbreviated absorption-type company split under Article 796, Paragraph 2 of the Companies Act, both companies will carry out this absorption-type company split without obtaining approval at a shareholders' meeting. |
| Management structure after acquisition | Following this absorption-type company split, there will be no change to Aoyama Trading's name, location, representative's title or name, business activities, capital or fiscal year-end. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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.To organize and consolidate management resources within the Group as part of efforts to strengthen profit-focused management and Group governance.
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