Decision and Details
Japaniace Co.,Ltd. and 株式会社dotsline (execution of the share exchange agreement)Share exchange under which Japaniace Co.,Ltd. will become the wholly-owning parent company and 株式会社dotsline will become the wholly owned subsidiary
The share exchange ratio falls within the range calculated by the independent valuation institution. Following discussions based on 株式会社dotsline's financial position, asset position and financial forecasts, the companies determined that the exchange would serve the interests of the shareholders of both companies.
There will be no change in the Company's stated capital or reserves as a result of this share exchange. No impact on earnings has been stated.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which Japaniace Co.,Ltd. will become the wholly-owning parent company and 株式会社dotsline will become the wholly owned subsidiary |
| Decision-Making Body | Japaniace Co.,Ltd. and 株式会社dotsline (execution of the share exchange agreement) |
| Decision Date | 29 October 2026 (date of execution of the share exchange agreement) |
| Implementation Date | 26 November 2026 (scheduled effective date; subject to change if necessary) |
| Period Covered | From execution of the agreement on 29 October 2026 through the effective date on 26 November 2026, and thereafter |
| Amount | Borrowings from financial institutions: total amount stated for Japaniace; ¥60 million for 株式会社dotsline. Purchase price for treasury shares: ¥99,711,800 (maximum ¥200 million) |
| Quantity / scale | Share exchange ratio: 136.40 Japaniace common shares for each 株式会社dotsline common share; 80,203 shares to be delivered. 株式会社dotsline shares acquired: 9,312. Treasury shares acquired: 51,100 (maximum 120,000) |
| Impact on Business Performance | There will be no change in the Company's stated capital or reserves as a result of this share exchange. No impact on earnings has been stated. |
| Reason | The share exchange ratio falls within the range calculated by the independent valuation institution. Following discussions based on 株式会社dotsline's financial position, asset position and financial forecasts, the companies determined that the exchange would serve the interests of the shareholders of both companies. |
| Governing Rule | Companies Act, Article 794(1); Ordinance for Enforcement of the Companies Act, Article 193; Companies Act, Article 767; Companies Act, Article 768(1); Companies Act, Article 796(2); Companies Act, Article 784(1); Companies Act, Article 799(1) |
| Future plans | The share exchange is scheduled to take effect on 26 November 2026. If necessary, the effective date may be changed following consultation between the parties. |
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.This is prior disclosure of a share exchange under the Companies Act. The two companies discussed the share exchange ratio based on the calculation by an independent valuation institution and 株式会社dotsline's financial position, asset position and financial forecasts, and determined that the exchange would serve the interests of the shareholders of both companies.