Komori
M&A and Subsidiary Changes8783abc Co.,Ltd.Financials (excluding banks)

Supplementary Material for Timely Disclosure: Notice Regarding the Making of BOND Corporation a Wholly Owned Subsidiary through a Simplified Share Exchange

abc株式会社 will make 株式会社ボンド a wholly owned subsidiary through a simplified share exchange. No cash will be paid, and the transaction is scheduled to take effect on 12 June 2026. The company will expand into the community-based entertainment business, centered on the 化猫ポーカー倶楽部 poker club.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Conditional
How definitive the wording is.

This transaction

Simplified share exchange
Counterparty (target company)株式会社ボンド
Disclosing companyabc Co.,Ltd.
Subject of this transaction
Execution Date / Effective DateFriday, 12 June 2026 (planned)
Target company

Community-based entertainment business (operation of the 化猫ポーカー倶楽部 poker club)

Consideration and expenses
Acquisition priceNo cash payment (the value of the shares issued as consideration in the share exchange is Not disclosed)
Type of ConsiderationShares (simplified share exchange; details of the allocation are Not disclosed)
Funding arrangementsNo cash payment (share exchange)
Procedures and assumptions
Conditions Precedent to ExecutionCompliance with applicable laws and regulations, including the Amusement Business Act, Food Sanitation Act, Payment Services Act and Financial Instruments and Exchange Act. Licenses for operating a specified amusement and food-and-drink business, a game arcade and similar business, and a restaurant have been obtained.
Management structure after acquisition株式会社ボンド will be organizationally integrated as a wholly owned subsidiary of abc株式会社, with the poker division developing venue, tournament and digital businesses. The treatment of the representative, directors and employees is Not disclosed
This transaction
ItemDetails
Transaction nameSimplified share exchange
Counterparty name株式会社ボンド
Name of the Subject Company株式会社ボンド
Business Description of the Subject CompanyCommunity-based entertainment business (operation of the 化猫ポーカー倶楽部 poker club)
Acquisition priceNo cash payment (the value of the shares issued as consideration in the share exchange is Not disclosed)
Type of ConsiderationShares (simplified share exchange; details of the allocation are Not disclosed)
Funding arrangementsNo cash payment (share exchange)
Execution Date / Effective DateFriday, 12 June 2026 (planned)
Conditions Precedent to ExecutionCompliance with applicable laws and regulations, including the Amusement Business Act, Food Sanitation Act, Payment Services Act and Financial Instruments and Exchange Act. Licenses for operating a specified amusement and food-and-drink business, a game arcade and similar business, and a restaurant have been obtained.
Management structure after acquisition株式会社ボンド will be organizationally integrated as a wholly owned subsidiary of abc株式会社, with the poker division developing venue, tournament and digital businesses. The treatment of the representative, directors and employees is Not disclosed
Items this document does not state (22)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateValuation 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 objectives are to expand the entertainment business by entering the amusement poker business, capture new opportunities in the poker market, which is expected to grow, build customer engagement and communities through physical venues, develop new customer segments and expand brand recognition, and collaborate with Web3 technologies and token infrastructure to create synergies.

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.
Supplementary Material for Timely Disclosure: Notice Regarding the Making of BOND Corporation a Wholly Owned Subsidiary through a Simplified Share Exchange | abc Co.,Ltd. (8783) timely disclosure | Komori