Decision and Details
A share exchange under which abc株式会社 will become the wholly owning parent company and 株式会社ボンド will become the wholly owned subsidiary
Because the business foundation can be acquired without a cash outlay, and because aligning the interests of 株式会社ボンド shareholders and abc株式会社 shareholders is considered beneficial to increasing corporate value over the medium to long term
A business plan has been presented for 株式会社ボンド that anticipates gradual growth in revenue and profit. The impact on abc株式会社's results is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which abc株式会社 will become the wholly owning parent company and 株式会社ボンド will become the wholly owned subsidiary |
| Decision Date | 21 May 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 12 June 2026 (scheduled effective date; may be changed following discussions) |
| Period Covered | From 12 June 2026 onward (from the effective date onward) |
| Amount | Equity value of 株式会社ボンド: ¥71 million–¥86 million; revenue per event: approximately ¥100 million; operating profit per event: approximately ¥10 million |
| Quantity / scale | Share exchange ratio: 35,710 abc株式会社 common shares for each common share of 株式会社ボンド; shares to be delivered: 714,200; event participants: approximately 5,000 per event; event duration: 3 days per event; number of events: 1 per year in the fiscal years ending August 2026 and August 2027, and 2 per year from the fiscal year ending August 2028 onward |
| Impact on Business Performance | A business plan has been presented for 株式会社ボンド that anticipates gradual growth in revenue and profit. The impact on abc株式会社's results is Not disclosed. |
| Reason | Because the business foundation can be acquired without a cash outlay, and because aligning the interests of 株式会社ボンド shareholders and abc株式会社 shareholders is considered beneficial to increasing corporate value over the medium to long term |
| Governing Rule | Article 794, Paragraph 1; Article 193 of the Ordinance for Enforcement of the Companies Act; Article 768, Paragraph 1; Article 796, Paragraph 2; Article 799, Paragraph 1; Article 234; Article 192, Paragraph 1 of the Companies Act; and Article 39 of the Ordinance on Company Accounting |
| Future plans | 株式会社ボンド is scheduled to seek approval of the share exchange agreement and other matters at an extraordinary general meeting of shareholders to be held on 21 May 2026. The share exchange is scheduled to take effect on 12 June 2026. The effective date may be changed as necessary. |
Items this document does not state (2)
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 transaction was considered beneficial because it would allow abc株式会社 to acquire 株式会社ボンド's business foundation without a cash outlay, align the interests of 株式会社ボンド shareholders and abc株式会社 shareholders, and contribute to increasing corporate value over the medium to long term.