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M&A and Subsidiary Changes9409TV Asahi Holdings CorporationInformation and Communications, Services and Others

Notice Regarding the Absorption-Type Merger Between Consolidated Subsidiaries

Trust Network and TV Asahi Ask, both consolidated subsidiaries of テレビ朝日ホールディングス, will merge through an absorption-type merger. Trust Network will be the surviving company and TV Asahi Ask will be the absorbed company. The effective date is scheduled for 1 July 2026.

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This transaction

This merger
Counterparty (target company)株式会社テレビ朝日アスク
Disclosing companyTV Asahi Holdings Corporation
Subject of this transactionVoting rights ownership percentage Before 株式会社テレビ朝日 100.0% (both companies) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

School business, staffing business, and management of voice actors and narrators

Location Minato-ku, TokyoShare capital ¥100 millionDate of incorporation 2 July 1999
Net Sales¥161 million (fiscal year ended March 2026)
Net assets¥100 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares, cash or other assets will be delivered in connection with the merger.
Type of ConsiderationNo consideration (no shares, cash or other assets will be delivered in connection with the merger)
Merger ratio/share exchange ratioNot applicable (this is a merger between wholly owned subsidiaries, and no shares, cash or other assets will be delivered)
Impact on Business Performance

The impact on the Company's consolidated results will be immaterial.

Procedures and assumptions
Management structure after acquisitionThe surviving company in the absorption-type merger will assume all of the business of the absorbed company. No changes are planned to Trust Network's name, head office location, representative's title or name, business activities, capital or fiscal year-end. Employee treatment is Not disclosed.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社テレビ朝日アスク
Name of the Subject Company株式会社テレビ朝日アスク
Business Description of the Subject CompanySchool business, staffing business, and management of voice actors and narrators
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company2 July 1999
Net Sales of the Subject Company¥161 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥100 million (fiscal year ended March 2026)
Acquisition priceNo shares, cash or other assets will be delivered in connection with the merger.
Type of ConsiderationNo consideration (no shares, cash or other assets will be delivered in connection with the merger)
Merger ratio/share exchange ratioNot applicable (this is a merger between wholly owned subsidiaries, and no shares, cash or other assets will be delivered)
Voting rights ownership percentageBefore 株式会社テレビ朝日 100.0% (both companies) (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be immaterial.
Date of board resolution14 May 2026
Execution Date / Effective Date1 July 2026 (scheduled)
Management structure after acquisitionThe surviving company in the absorption-type merger will assume all of the business of the absorbed company. No changes are planned to Trust Network's name, head office location, representative's title or name, business activities, capital or fiscal year-end. Employee treatment is Not disclosed.
Items this document does not state (15)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 streamline the administrative functions of both companies and further strengthen their sales capabilities, while leveraging their respective strengths to achieve the sustainable development of the announcer training school and announcer dispatch businesses.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Absorption-Type Merger Between Consolidated Subsidiaries | TV Asahi Holdings Corporation (9409) timely disclosure | Komori