Worth reading
36Immaterial
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How definitive the wording is.This transaction
This mergerCounterparty株式会社紀陽カード, 株式会社紀陽カードディーシー
Disclosing companyThe Kiyo Bank,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
Credit card business
Location Wakayama CityShare capital ¥90 millionDate of incorporation 5 September 1990
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be delivered
Type of ConsiderationNo consideration (no shares or other monetary consideration will be delivered)
Merger ratio/share exchange ratioNot applicable (株式会社紀陽カード will be the surviving company and 株式会社紀陽カードディーシー will be the dissolved company)
Impact on Business Performance
The impact on our bank's consolidated financial results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the shareholders' meeting of the subsidiary to approve the merger agreement (8 July 2026 (予定))
Management structure after acquisitionThe surviving company's name after the merger will be 株式会社紀陽カード. There will be no changes to its name, location, the title or name of its representative, business activities, stated capital or fiscal year-end. No information is provided regarding the treatment of employees.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社紀陽カード, 株式会社紀陽カードディーシー |
| Name of the Subject Company | 株式会社紀陽カードディーシー |
| Business Description of the Subject Company | Credit card business |
| Location of the Subject Company | Wakayama City |
| Capital Stock of the Subject Company | ¥90 million |
| Date of Establishment of the Subject Company | 5 September 1990 |
| Acquisition price | No shares, cash or other consideration will be delivered |
| Type of Consideration | No consideration (no shares or other monetary consideration will be delivered) |
| Merger ratio/share exchange ratio | Not applicable (株式会社紀陽カード will be the surviving company and 株式会社紀陽カードディーシー will be the dissolved company) |
| Voting rights ownership percentage | Before 株式会社紀陽カード: 100%; 株式会社紀陽カードディーシー: 100% (after not disclosed) |
| Impact on Business Performance | The impact on our bank's consolidated financial results will be immaterial. |
| Date of board resolution | 22 June 2026 |
| Contract Date | 22 June 2026 |
| Execution Date / Effective Date | 1 April 2027 (予定) |
| Conditions Precedent to Execution | Approval at the shareholders' meeting of the subsidiary to approve the merger agreement (8 July 2026 (予定)) |
| Management structure after acquisition | The surviving company's name after the merger will be 株式会社紀陽カード. There will be no changes to its name, location, the title or name of its representative, business activities, stated capital or fiscal year-end. No information is provided regarding the treatment of employees. |
Items this document does not state (15)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender 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.The merger is intended to consolidate management resources related to the card business, streamline the management control structure, and enhance service delivery capabilities by integrating the operating bases, thereby supporting the sustainable operation of the business.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.