Decision and Details
Board of Directors of Nagoya Railroad Co., Ltd. (regarding the loan waiver)Absorption-type merger of めいてつカスタマーサービス
Nagoya Railroad plans to acquire all shares of めいてつカスタマーサービス and make it a wholly owned subsidiary by the day before the effective date. The merger will therefore be between a wholly owning parent company and its wholly owned subsidiary.
The loan waiver for めいてつカスタマーサービス will be recognized as an extraordinary loss in the non-consolidated financial statements, but will be eliminated in the consolidated financial statements and therefore will have no impact on consolidated results. It will not affect Nagoya Railroad's prospects of meeting its obligations.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger of めいてつカスタマーサービス |
| Decision-Making Body | Board of Directors of Nagoya Railroad Co., Ltd. (regarding the loan waiver) |
| Decision Date | 24 July 2026 (date of execution of the merger agreement and Board of Directors resolution) |
| Amount | Expected loan waiver for めいてつカスタマーサービス: ¥1,540 million; expected loan waiver for 名鉄百貨店: ¥11,520 million; Nagoya Railroad standalone assets: ¥1,200,674 million; liabilities: ¥852,747 million; net assets: ¥347,927 million |
| Quantity / scale | Nagoya Railroad plans to acquire all shares of めいてつカスタマーサービス (238,100 issued shares); no merger consideration will be paid |
| Impact on Business Performance | The loan waiver for めいてつカスタマーサービス will be recognized as an extraordinary loss in the non-consolidated financial statements, but will be eliminated in the consolidated financial statements and therefore will have no impact on consolidated results. It will not affect Nagoya Railroad's prospects of meeting its obligations. |
| Reason | Nagoya Railroad plans to acquire all shares of めいてつカスタマーサービス and make it a wholly owned subsidiary by the day before the effective date. The merger will therefore be between a wholly owning parent company and its wholly owned subsidiary. |
| Governing Rule | Companies Act, Article 794(1); Ordinance for Enforcement of the Companies Act, Article 191; Companies Act, Article 435(2) |
| Future plans | Nagoya Railroad plans to acquire all shares of めいてつカスタマーサービス by the day before the effective date of the merger. Before the merger, Nagoya Railroad plans to waive its receivables from the company. |
Items this document does not state (3)
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.Because the merger will be between a wholly owning parent company and its wholly owned subsidiary, no merger consideration will be paid. The company explained that the loan waiver will be recognized as an extraordinary loss in the non-consolidated financial statements, but will be eliminated in the consolidated financial statements and therefore will have no impact on consolidated results.