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M&A and Subsidiary Changes8585Orient CorporationFinancials (excluding banks)

Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger)

Orient Corporation will absorb 株式会社ビジネスオリコ, its wholly owned subsidiary, and 株式会社ビジネスオリコ will be dissolved. The effective date is scheduled for 1 April 2027, and no shares, cash or other consideration will be delivered.

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This transaction

This merger
Counterparty (target company)株式会社ビジネスオリコ
Disclosing companyOrient Corporation
Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
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

Information processing services, and planning, operation, management and outsourcing of administrative processing

Location Kawagoe City, Saitama PrefectureShare capital ¥50 millionDate of incorporation 1 April 1998
Net Sales¥1,539 million (31 March 2026)
Operating profit¥95 million (31 March 2026)
Net income for the current fiscal year¥83 million (31 March 2026; net income attributable to the parent company)
Net assets¥365 million (31 March 2026)
Consideration and expenses
Acquisition priceNo consideration (no shares or other cash or other consideration will be delivered)
Type of ConsiderationNo consideration
Impact on Business Performance

The impact on our consolidated results will be immaterial.

Procedures and assumptions
Management structure after acquisitionThere will be no change to our name, location, the title or name of our representative, business activities, capital or fiscal year-end as a result of this merger.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社ビジネスオリコ
Name of the Subject Company株式会社ビジネスオリコ
Business Description of the Subject CompanyInformation processing services, and planning, operation, management and outsourcing of administrative processing
Location of the Subject CompanyKawagoe City, Saitama Prefecture
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company1 April 1998
Net Sales of the Subject Company¥1,539 million (31 March 2026)
Operating Profit of the Subject Company¥95 million (31 March 2026)
Net Income of the Subject Company¥83 million (31 March 2026; net income attributable to the parent company)
Net Assets of the Subject Company¥365 million (31 March 2026)
Acquisition priceNo consideration (no shares or other cash or other consideration will be delivered)
Type of ConsiderationNo consideration
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on our consolidated results will be immaterial.
Date of board resolution31 July 2026
Contract Date5 August 2026 (予定)
Execution Date / Effective Date1 April 2027 (予定)
Management structure after acquisitionThere will be no change to our name, location, the title or name of our representative, business activities, capital or fiscal year-end as a result of this merger.
Items this document does not state (13)
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 CommitteeConditions Precedent to Execution

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 optimize operations overall.

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Notice Regarding the Absorption-Type Merger of a Consolidated Subsidiary (Simplified Merger) | Orient Corporation (8585) timely disclosure | Komori