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M&A and Subsidiary Changes9245Livero Inc.Information and Communications, Services and Others

Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary

The Company has decided to dissolve and liquidate its wholly owned subsidiary, 株式会社TANT. The businesses that are to continue will be transferred to the Company, and employees currently seconded to the subsidiary are expected to return to the Company.

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This transaction

Dissolution and liquidation of a consolidated subsidiary
Disclosing companyLivero Inc.
株式会社TANTSubject of this transactionVoting rights ownership percentage Before 100.0% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

PR services and systems development

Location Minato-ku, TokyoShare capital ¥50 millionDate of incorporation 30 September 2024
Net Sales¥124 million (fiscal year ending December 2025)
Operating profitOperating loss of ¥30 million (fiscal year ending December 2025)
Net income for the current fiscal yearNet loss of ¥14 million (fiscal year ending December 2025)
Net assets¥18 million (fiscal year ended December 2025)
Impact on Business Performance

The impact of this matter on the Company's consolidated results is immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionApproval of the dissolution at an extraordinary general meeting of shareholders scheduled for 31 August 2026
Management structure after acquisitionThe Company plans to transfer the businesses that are to continue to the Company. All employees of the subsidiary are seconded from the Company, and are expected to return to the Company when their secondments end.
This transaction
ItemDetails
Transaction nameDissolution and liquidation of a consolidated subsidiary
Name of the Subject Company株式会社TANT
Business Description of the Subject CompanyPR services and systems development
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company30 September 2024
Net Sales of the Subject Company¥124 million (fiscal year ending December 2025)
Operating Profit of the Subject CompanyOperating loss of ¥30 million (fiscal year ending December 2025)
Net Income of the Subject CompanyNet loss of ¥14 million (fiscal year ending December 2025)
Net Assets of the Subject Company¥18 million (fiscal year ended December 2025)
Voting rights ownership percentageBefore 100.0% (after not disclosed)
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results is immaterial.
Date of board resolution29 July 2026
Execution Date / Effective DateDissolution on 31 August 2026 (scheduled); completion of liquidation in December 2026 (scheduled)
Conditions Precedent to ExecutionApproval of the dissolution at an extraordinary general meeting of shareholders scheduled for 31 August 2026
Management structure after acquisitionThe Company plans to transfer the businesses that are to continue to the Company. All employees of the subsidiary are seconded from the Company, and are expected to return to the Company when their secondments end.
Items this document does not state (16)
Counterparty nameAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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.

Following a review of the structure of the Group's companies to strengthen governance and management controls across the Group in light of inappropriate outflows of funds, the Company determined that it would be appropriate to dissolve and liquidate 株式会社TANT.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Dissolution and Liquidation of a Consolidated Subsidiary | Livero Inc. (9245) timely disclosure | Komori