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Statutory disclosure document8273IZUMI CO.,LTD.Retail

Statutory Prior Disclosure Document (Merger) (株式会社備中開発)

IZUMI CO.,LTD. entered into an agreement to absorb its wholly owned subsidiary 備中開発 through a merger and assume its assets, liabilities and other rights and obligations. There will be no merger consideration, and the effective date is scheduled for 1 September 2026.

Worth reading
78Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
230
¥ million (scheduled debt waiver amount)
Wording
Conditional
How definitive the wording is.

Decision and Details

An absorption-type merger in which IZUMI CO.,LTD. will be the surviving company and 備中開発株式会社 will be the disappearing company

Decision9 June 2026 (date the merger agreement was executed)
Period CoveredOn or after 1 September 2026 (scheduled)
Implementation1 September 2026 (scheduled effective date; subject to change by agreement)
Going forwardThe debt waiver is scheduled to be implemented on 31 August 2026. The absorption-type merger is scheduled to become effective on 1 September 2026.
AmountMerger consideration: none; increase in capital: ¥0; loan receivable and short-term borrowings scheduled to be waived: ¥230 million (estimated)
Reason

To eliminate 備中開発’s negative net worth for the fiscal year ended February 2026.

Impact on Business Performance

No circumstances are currently anticipated that would impede IZUMI CO.,LTD.’s performance of its obligations following the absorption-type merger. IZUMI CO.,LTD.’s assets are expected to substantially exceed its liabilities after the effective date. The scheduled debt waiver amount is ¥230 million (estimated).

Additional amount informationTotal assets, liabilities and net assets as of the end of February 2026: IZUMI CO.,LTD. — total assets of ¥520,694 million, liabilities of ¥288,769 million and net assets of ¥231,924 million; 備中開発 — total assets of ¥253 million, liabilities of ¥427 million and net assets of negative ¥173 million
Decision and Details
ItemDetails
Matter CoveredAn absorption-type merger in which IZUMI CO.,LTD. will be the surviving company and 備中開発株式会社 will be the disappearing company
Decision Date9 June 2026 (date the merger agreement was executed)
Implementation Date1 September 2026 (scheduled effective date; subject to change by agreement)
Period CoveredOn or after 1 September 2026 (scheduled)
AmountMerger consideration: none; increase in capital: ¥0; loan receivable and short-term borrowings scheduled to be waived: ¥230 million (estimated)
Impact on Business PerformanceNo circumstances are currently anticipated that would impede IZUMI CO.,LTD.’s performance of its obligations following the absorption-type merger. IZUMI CO.,LTD.’s assets are expected to substantially exceed its liabilities after the effective date. The scheduled debt waiver amount is ¥230 million (estimated).
ReasonTo eliminate 備中開発’s negative net worth for the fiscal year ended February 2026.
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 782, Paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act (simplified merger); and Article 784, Paragraph 1 of the Companies Act (short-form merger)
Future plansThe debt waiver is scheduled to be implemented on 31 August 2026. The absorption-type merger is scheduled to become effective on 1 September 2026.
Additional amount informationTotal assets, liabilities and net assets as of the end of February 2026: IZUMI CO.,LTD. — total assets of ¥520,694 million, liabilities of ¥288,769 million and net assets of ¥231,924 million; 備中開発 — total assets of ¥253 million, liabilities of ¥427 million and net assets of negative ¥173 million
Items this document does not state (3)
Decision-Making BodyQuantity / scaleRelated 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.

To eliminate 備中開発’s negative net worth for the fiscal year ended February 2026, IZUMI CO.,LTD. plans to waive its loan receivable from 備中開発 before the merger.

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Statutory Prior Disclosure Document (Merger) (株式会社備中開発) | IZUMI CO.,LTD. (8273) timely disclosure | Komori