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M&A and Subsidiary Changes8772ASAX CO.,LTD.Financials (excluding banks)

Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (Simplified Merger / Abbreviated Merger)

ASAX CO.,LTD. will absorb 株式会社フォーサイト, its wholly owned subsidiary, and 株式会社フォーサイト will be dissolved. No shares or cash will be allocated as merger consideration, and there will be no changes to ASAX CO.,LTD.'s corporate name or representative, among other matters.

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This transaction

This merger
Counterparty (target company)株式会社フォーサイト
Disclosing companyASAX CO.,LTD.
Subject of this transactionVoting rights ownership percentage Before 100.00% (as of 31 March 2026) → after Not applicable (株式会社フォーサイト will be dissolved)
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

Real Estate Business

Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 28 September 2015
Net SalesOperating revenue: ¥44.946 million (31 March 2026)
Operating profit¥24.386 million (31 March 2026)
Net income for the current fiscal year¥10.689 million (31 March 2026)
Net assets¥67.691 million (31 March 2026)
Consideration and expenses
Acquisition priceNo shares or other monetary consideration will be allocated in connection with the merger.
Type of ConsiderationNo consideration (no allocation of shares or other monetary consideration)
Merger ratio/share exchange ratioNot applicable (no shares or other monetary consideration will be allocated)
Impact on Business Performance

As this is a merger with a wholly owned subsidiary, the impact on consolidated results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified and short-form merger, no shareholders' meeting will be held to approve the merger agreement.
Management structure after acquisition株式会社フォーサイト will be dissolved. There will be no changes to ASAX CO.,LTD.'s corporate name, head office location, representative, business activities, stated capital or fiscal year-end.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社フォーサイト
Name of the Subject Company株式会社フォーサイト
Business Description of the Subject CompanyReal Estate Business
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company28 September 2015
Net Sales of the Subject CompanyOperating revenue: ¥44.946 million (31 March 2026)
Operating Profit of the Subject Company¥24.386 million (31 March 2026)
Net Income of the Subject Company¥10.689 million (31 March 2026)
Net Assets of the Subject Company¥67.691 million (31 March 2026)
Acquisition priceNo shares or other monetary consideration will be allocated in connection with the merger.
Type of ConsiderationNo consideration (no allocation of shares or other monetary consideration)
Merger ratio/share exchange ratioNot applicable (no shares or other monetary consideration will be allocated)
Voting rights ownership percentageBefore 100.00% (as of 31 March 2026) → after Not applicable (株式会社フォーサイト will be dissolved)
Impact on Business PerformanceAs this is a merger with a wholly owned subsidiary, the impact on consolidated results will be immaterial.
Date of board resolution19 August 2026
Contract Date19 August 2026
Execution Date / Effective Date28 September 2026 (予定)
Conditions Precedent to ExecutionAs this is a simplified and short-form merger, no shareholders' meeting will be held to approve the merger agreement.
Management structure after acquisition株式会社フォーサイト will be dissolved. There will be no changes to ASAX CO.,LTD.'s corporate name, head office location, representative, business activities, stated capital or fiscal year-end.
Items this document does not state (11)
Expenses 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.

To consolidate overlapping business areas and improve the efficiency of the management structure and business operations.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (Simplified Merger / Abbreviated Merger) | ASAX CO.,LTD. (8772) timely disclosure | Komori