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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社ルーフィ
Disclosing companyAZ-COM MARUWA Holdings Inc.
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
Freight forwarding business and warehousing
Location Chuo-ku, TokyoShare capital ¥5 millionDate of incorporation 1 July 2008
Net Sales¥3,336 million (fiscal year ended March 2026)
Operating profit¥62 million (fiscal year ended March 2026)
Net income for the current fiscal year¥41 million (fiscal year ended March 2026)
Net assets¥661 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares or other monetary consideration will be allocated in connection with the merger.
Type of ConsiderationNo consideration
Merger ratio/share exchange ratioNot applicable (no shares or other monetary consideration will be allotted in connection with the merger). 株式会社ジャパンクイックサービス will be the surviving company in the absorption-type merger, and 株式会社ルーフィ will be the absorbed company.
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the September extraordinary general meeting of shareholders of 株式会社ジャパンクイックサービス, the surviving company in the absorption-type merger. The changes to the corporate name, location, and title and name of the representative are subject to this approval.
Management structure after acquisitionThe corporate name is scheduled to change to LinksMile Japan株式会社. The location and the title and name of the representative have not been determined. The business activities will be light motor vehicle freight transportation, freight forwarding, and warehousing. Capital will be ¥10 million, and the fiscal year-end will be 31 March. Employee treatment: not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社ルーフィ |
| Name of the Subject Company | 株式会社ルーフィ |
| Business Description of the Subject Company | Freight forwarding business and warehousing |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥5 million |
| Date of Establishment of the Subject Company | 1 July 2008 |
| Net Sales of the Subject Company | ¥3,336 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥62 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥41 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥661 million (fiscal year ended March 2026) |
| Acquisition price | No shares or other monetary consideration will be allocated in connection with the merger. |
| Type of Consideration | No consideration |
| Merger ratio/share exchange ratio | Not applicable (no shares or other monetary consideration will be allotted in connection with the merger). 株式会社ジャパンクイックサービス will be the surviving company in the absorption-type merger, and 株式会社ルーフィ will be the absorbed company. |
| Number of shares acquired | Not applicable (no shares, cash or other consideration will be allocated in connection with this merger) |
| Voting rights ownership percentage | Before 100% (both companies) (after not disclosed) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 25 June 2026 |
| Contract Date | 25 June 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | Approval at the September extraordinary general meeting of shareholders of 株式会社ジャパンクイックサービス, the surviving company in the absorption-type merger. The changes to the corporate name, location, and title and name of the representative are subject to this approval. |
| Management structure after acquisition | The corporate name is scheduled to change to LinksMile Japan株式会社. The location and the title and name of the representative have not been determined. The business activities will be light motor vehicle freight transportation, freight forwarding, and warehousing. Capital will be ¥10 million, and the fiscal year-end will be 31 March. Employee treatment: not disclosed. |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.The purpose is to consolidate the Group’s light freight transportation functions and reorganize and strengthen its last-mile capabilities, rather than pursuing growth on a company-by-company basis, thereby enhancing competitiveness and expanding scale in its core business areas. The corporate name change is intended to refresh the corporate image and express the ambition to become the industry’s platform provider as Japan’s No. 1 company in the last-mile sector.
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