Decision and Details
The boards of directors and shareholders’ meetings of 株式会社ノバレーゼ and 株式会社エスクリAbsorption-type merger in which 株式会社ノバレーゼ was the surviving company and 株式会社エスクリ was the absorbed company
To lead the consolidation of the bridal industry and achieve sustainable growth and an increase in corporate value in a bridal market that continues to contract due to the declining birth rate, fewer marriages and increasingly diverse values.
Following the integration, bridal business net sales are expected to be approximately ¥39.1 billion and consolidated net sales approximately ¥45.5 billion. The synergies from the merger have not been incorporated into the financial forecasts because they are difficult to estimate specifically at this time.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger in which 株式会社ノバレーゼ was the surviving company and 株式会社エスクリ was the absorbed company |
| Decision-Making Body | The boards of directors and shareholders’ meetings of 株式会社ノバレーゼ and 株式会社エスクリ |
| Decision Date | 14 November 2025 (execution of the absorption-type merger agreement and board resolutions) / Approval at the shareholders’ meeting of 株式会社ノバレーゼ on 19 March 2026 and at the shareholders’ meeting of 株式会社エスクリ on 17 March 2026 |
| Implementation Date | 1 April 2026 (effective date; completed) |
| Period Covered | From 1 April 2026 onward (after the merger) |
| Quantity / scale | Merger ratio: 0.558 common shares of ON THE PAGE,Inc. for each common share of エスクリ; 13,100,884 shares to be issued (as stated in the prior disclosure) |
| Impact on Business Performance | Following the integration, bridal business net sales are expected to be approximately ¥39.1 billion and consolidated net sales approximately ¥45.5 billion. The synergies from the merger have not been incorporated into the financial forecasts because they are difficult to estimate specifically at this time. |
| Reason | To lead the consolidation of the bridal industry and achieve sustainable growth and an increase in corporate value in a bridal market that continues to contract due to the declining birth rate, fewer marriages and increasingly diverse values. |
| 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; Articles 785, 787, 789, 796-2, 797, 799 and 921 of the Companies Act |
| Related previous disclosures | Absorption-type merger agreement dated 14 November 2025; prior disclosure document relating to the absorption-type merger dated 26 February 2026 |
| Future plans | The company plans to apply for the change registration under Article 921 of the Companies Act by 14 April 2026. |
Items this document does not state (1)
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.To lead the consolidation of the bridal industry and achieve sustainable growth and an increase in corporate value in a bridal market that continues to contract due to the declining birth rate, fewer marriages and increasingly diverse values. Following the integration, the companies aim to maximize synergies through a nationwide network of wedding venues, cost reductions, mutual use of personnel and know-how, in-house production and new businesses.