Decision and Details
Absorption-type merger under which GENOVA Co., Ltd. was the surviving company and GENOVA DESiGN Co., Ltd. was the disappearing company
To keep the post-merger disclosure document on file pursuant to Article 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act. As GENOVA DESiGN Co., Ltd. is a wholly owned subsidiary of GENOVA Co., Ltd., no shares will be issued and no merger consideration consisting of cash or other assets will be delivered.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger under which GENOVA Co., Ltd. was the surviving company and GENOVA DESiGN Co., Ltd. was the disappearing company |
| Decision Date | 13 February 2026 (date the absorption-type merger agreement was executed) |
| Implementation Date | 1 April 2026 (effective date; completed) |
| Amount | Surviving company's assets: ¥8,427 million; liabilities: ¥1,496 million; net assets: ¥6,930 million. GENOVA DESiGN's assets: ¥129 million; liabilities: ¥61 million; net assets: ¥68 million |
| Reason | To keep the post-merger disclosure document on file pursuant to Article 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act. As GENOVA DESiGN Co., Ltd. is a wholly owned subsidiary of GENOVA Co., Ltd., no shares will be issued and no merger consideration consisting of cash or other assets will be delivered. |
| Governing Rule | Article 801, Paragraph 1; Article 200 of the Ordinance for Enforcement of the Companies Act; Articles 784-2, 785, 787, 789, 796, Paragraphs 2 and 3, 796-2, 797, 799 and 921 of the Companies Act |
| Future plans | The registration of the change under Article 921 of the Companies Act is scheduled to be completed within 2 weeks from 1 April 2026. If any of the disclosed matters change after today, the changed matters will be disclosed immediately. |
Items this document does not state (5)
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 keep the post-merger disclosure document on file pursuant to Article 801, Paragraph 1 of the Companies Act and Article 200 of the Ordinance for Enforcement of the Companies Act. Regarding the surviving company's prospects for fulfilling its obligations, no situation that would impede the fulfillment of obligations is anticipated, as the surviving company has not experienced a substantial decline in revenue or continuing losses, and the disappearing company's assets also exceed its liabilities.