Decision and Details
Board of Directors (regarding the waiver of the loan receivable)Post-merger disclosure relating to the absorption-type merger
Because the merger is between a wholly owned parent and its wholly owned subsidiary, no merger consideration will be paid. The post-closing disclosure is being made in accordance with the Companies Act.
The loan waiver will be recorded as an extraordinary loss in the standalone financial statements, but will be eliminated in the consolidated financial statements and therefore will have no impact on consolidated results. At present, no circumstances are anticipated that would impede the performance of obligations following the merger.
| Item | Details |
|---|---|
| Matter Covered | Post-merger disclosure relating to the absorption-type merger |
| Decision-Making Body | Board of Directors (regarding the waiver of the loan receivable) |
| Decision Date | 24 July 2026 (date of resolution on the waiver of the loan receivable) |
| Implementation Date | 1 September 2026 (effective date of the absorption-type merger; actual) |
| Period Covered | From 1 September 2026 onward (effective date of the absorption-type merger) |
| Amount | Waiver of a ¥1,540 million loan receivable (estimated); Nagoya Railroad Co., Ltd.'s standalone assets of ¥1,200,674 million, liabilities of ¥852,747 million and net assets of ¥347,927 million |
| Quantity / scale | Absorption-type merger of 1 wholly owned subsidiary (株式会社めいてつカスタマーサービス) |
| Impact on Business Performance | The loan waiver will be recorded as an extraordinary loss in the standalone financial statements, but will be eliminated in the consolidated financial statements and therefore will have no impact on consolidated results. At present, no circumstances are anticipated that would impede the performance of obligations following the merger. |
| Reason | Because the merger is between a wholly owned parent and its wholly owned subsidiary, no merger consideration will be paid. The post-closing disclosure is being made in accordance with the Companies Act. |
| Governing Rule | Article 801, Paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 782, Paragraph 1 of the Companies Act; Article 182 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | Official Gazette notice and electronic public notice dated 28 July 2026; “Pre-Closing Disclosure Document Relating to an Absorption-Type Merger” dated 28 July 2026 |
| Future plans | The registration relating to the absorption-type merger is scheduled to be filed promptly on or after 1 September 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The document states that no merger consideration was paid because the merger was between a wholly owned parent and its wholly owned subsidiary, and that the disclosure was made after the merger in accordance with the Companies Act. It explains that the loan waiver will be recorded as an extraordinary loss in the company's standalone financial statements, but will be eliminated in the consolidated financial statements and therefore have no impact on consolidated results.