Decision and Details
Decision by KANTSU HD CO.,LTD. (the successor company). The transaction qualifies as a simplified company split under Article 796, Paragraph 2 of the Companies Act and has not been submitted for shareholder approval.Absorption-type company split of the rights and obligations relating to the school mall business operated by 株式会社サンワ
The consideration was determined following discussions and negotiations between the parties, taking into account the assets and liabilities to be transferred, the sales performance of the business subject to the split, and its financial condition.
Following the effective date, the successor company's assets are expected to sufficiently exceed its liabilities, and no situation that would impede the performance of its obligations is currently anticipated. Profit for the business segment has not been calculated because certain expenses are difficult to allocate.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split of the rights and obligations relating to the school mall business operated by 株式会社サンワ |
| Decision-Making Body | Decision by KANTSU HD CO.,LTD. (the successor company). The transaction qualifies as a simplified company split under Article 796, Paragraph 2 of the Companies Act and has not been submitted for shareholder approval. |
| Decision Date | 15 May 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 16 July 2026 (scheduled effective date) |
| Period Covered | Based on results for the fiscal year ended March 2025, with effect from 16 July 2026 onward |
| Amount | Split consideration: ¥17 million. Total assets to be transferred: ¥19,698,946. Total liabilities to be transferred: ¥20,078,287. Current assets: ¥2,298,946. Non-current assets: ¥17,400,000. Current liabilities: ¥20,078,287. Non-current liabilities: ¥0 |
| Quantity / scale | Revenue of the business to be transferred for the fiscal year ended March 2025: ¥8,869,331. Ratio to the split company's results: 0.44% |
| Impact on Business Performance | Following the effective date, the successor company's assets are expected to sufficiently exceed its liabilities, and no situation that would impede the performance of its obligations is currently anticipated. Profit for the business segment has not been calculated because certain expenses are difficult to allocate. |
| Reason | The consideration was determined following discussions and negotiations between the parties, taking into account the assets and liabilities to be transferred, the sales performance of the business subject to the split, and its financial condition. |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraph 2 of the Companies Act |
| Future plans | The absorption-type company split is scheduled to take effect on 16 July 2026. If any of the disclosed information changes after the start date of the advance disclosure period, the revised information will be disclosed immediately. |
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.The consideration was determined following discussions and negotiations between the parties, taking into comprehensive account the assets and liabilities to be transferred, the sales performance of the business subject to the split, and its financial condition.