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Prior disclosure document relating to the merger by absorption
Decision27 August 2021 (the date of the pre-merger disclosure document; the date of execution of the absorption-type merger agreement is treated as the date signed subsequently on this server)
Period CoveredFrom the effective date onward (the end of the period is not disclosed)
Implementation30 September 2021 (scheduled; subject to change due to procedural requirements or other reasons)
Going forwardMTI is scheduled to waive its claim against メディアーノ as of 31 August 2021. As of 30 September 2021, メディアーノ’s corporate name is scheduled to change to 「メディアーノ株式会社」. The absorption-type merger is scheduled to be implemented with that date as its effective date. The procedures required by law will be completed by the day before the effective date.
AmountAs of 30 September 2020, メディアーノ had total assets of ¥532,021,313, total liabilities of ¥144,958,701 and total net assets of ¥387,062,612. MTI is scheduled to waive its claim against メディアーノ as of 31 August 2021 (the amount of the claim is not disclosed).
Quantity / scaleA dividend of surplus consisting of 200 shares in the new company incorporated through a company split. No shares or other consideration will be delivered as merger consideration.
Reason
Because MTI holds all of the issued shares of メディアーノ, it was determined to be appropriate to deliver no consideration to メディアーノ’s shareholders. The effectiveness of the merger is subject to the condition precedent that the company split and dividend of surplus become effective.
Impact on Business Performance
Following the absorption-type merger, the Company’s assets are expected to exceed its liabilities, and no situation that would impede the performance of its obligations is currently anticipated. The specific amount of the impact on financial results is not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Prior disclosure document relating to the merger by absorption |
| Decision Date | 27 August 2021 (the date of the pre-merger disclosure document; the date of execution of the absorption-type merger agreement is treated as the date signed subsequently on this server) |
| Implementation Date | 30 September 2021 (scheduled; subject to change due to procedural requirements or other reasons) |
| Period Covered | From the effective date onward (the end of the period is not disclosed) |
| Amount | As of 30 September 2020, メディアーノ had total assets of ¥532,021,313, total liabilities of ¥144,958,701 and total net assets of ¥387,062,612. MTI is scheduled to waive its claim against メディアーノ as of 31 August 2021 (the amount of the claim is not disclosed). |
| Quantity / scale | A dividend of surplus consisting of 200 shares in the new company incorporated through a company split. No shares or other consideration will be delivered as merger consideration. |
| Impact on Business Performance | Following the absorption-type merger, the Company’s assets are expected to exceed its liabilities, and no situation that would impede the performance of its obligations is currently anticipated. The specific amount of the impact on financial results is not disclosed. |
| Reason | Because MTI holds all of the issued shares of メディアーノ, it was determined to be appropriate to deliver no consideration to メディアーノ’s shareholders. The effectiveness of the merger is subject to the condition precedent that the company split and dividend of surplus become effective. |
| Governing Rule | Article 794, Paragraph 1; Article 749, Paragraph 1, Items 2, 3, 4 and 5 of the Companies Act; and Article 191 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | Company Split Plan dated 20 August 2021 |
| Future plans | MTI is scheduled to waive its claim against メディアーノ as of 31 August 2021. As of 30 September 2021, メディアーノ’s corporate name is scheduled to change to 「メディアーノ株式会社」. The absorption-type merger is scheduled to be implemented with that date as its effective date. The procedures required by law will be completed by the day before the effective date. |
Items this document does not state (1)
Decision-Making Body
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.Because MTI holds all of the issued shares of メディアーノ, it was determined to be appropriate not to deliver consideration to the shareholders.
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