Worth reading
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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社ライスカレーLS
Disclosing companyLovable Marketing Group,inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
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
Social-Media Marketing
Location Minato-ku, TokyoShare capital ¥1 millionDate of incorporation 24 February 2026
Net Sales¥45.196 million (fiscal year ended March 2026)
Operating profit¥16.244 million (fiscal year ended March 2026)
Net income for the current fiscal year¥191.650 million (fiscal year ended March 2026)
Net assets¥192.650 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares will be issued and no cash or other consideration will be allocated)
Type of ConsiderationNo consideration (no shares will be issued and no cash or other consideration will be allocated)
Impact on Business Performance
The impact on the Company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at a general meeting of shareholders to approve the merger (scheduled for 28 September 2026)
Management structure after acquisitionThe surviving company will be 株式会社コムニコ. Its corporate name will be 株式会社コムニコ, its representative director will be Hasegawa Naoki (長谷川 直紀), its business will be social media marketing, its location will be 4-1-13 Toranomon, Minato-ku, Tokyo, its capital will be ¥11.75 million, and the Company's ownership ratio will be 100%. Employee treatment is Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社ライスカレーLS |
| Name of the Subject Company | 株式会社ライスカレーLS |
| Business Description of the Subject Company | Social-Media Marketing |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 24 February 2026 |
| Net Sales of the Subject Company | ¥45.196 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥16.244 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥191.650 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥192.650 million (fiscal year ended March 2026) |
| Acquisition price | Not applicable (no shares will be issued and no cash or other consideration will be allocated) |
| Type of Consideration | No consideration (no shares will be issued and no cash or other consideration will be allocated) |
| Voting rights ownership percentage | Before 100% → after 100% |
| Impact on Business Performance | The impact on the Company's consolidated results will be immaterial. |
| Date of board resolution | 24 July 2026 |
| Contract Date | 24 July 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | Approval at a general meeting of shareholders to approve the merger (scheduled for 28 September 2026) |
| Management structure after acquisition | The surviving company will be 株式会社コムニコ. Its corporate name will be 株式会社コムニコ, its representative director will be Hasegawa Naoki (長谷川 直紀), its business will be social media marketing, its location will be 4-1-13 Toranomon, Minato-ku, Tokyo, its capital will be ¥11.75 million, and the Company's ownership ratio will be 100%. Employee treatment is Not disclosed |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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.To make effective use of the Group's management resources, improve capital efficiency through the integration of the two companies, and strengthen the financial base.
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