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Dissolution and liquidation of a consolidated subsidiaryDisclosing companyWILSON LEARNING WORLDWIDE INC.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development and provision of consulting services and solutions for human resource and organisational development, Development and provision of consulting services and solutions for human resource and organisational development, Development and provision of consulting services and solutions for human resource and organisational development
Location 21 Avenue E Belin 92566 Rueil Malmaison France, C/ JUAN ALVAREZ MENDIZABAL, 47 BAJO A. 28008, MADRID, MADRID, Hemmerichstr. 1 97688 Bad Kissingen GermanyShare capital €38,112, €60,101, €25,000Date of incorporation 18 September 2008, 10 March 1999, 1 April 2001
Net Sales¥0 thousand (fiscal year ending March 2026), ¥0 thousand (fiscal year ending March 2026), ¥0 thousand (fiscal year ending March 2026)
Operating profit-¥1.595 million (fiscal year ending March 2026), -¥396,000 (fiscal year ending March 2026), ¥0 thousand (fiscal year ending March 2026)
Net assets¥53.742 million (fiscal year ending March 2026), ¥106,000 (fiscal year ending March 2026), ¥1.281 million (fiscal year ending March 2026)
Impact on Business Performance
The impact of the dissolution and liquidation of the 3 companies on consolidated results for the fiscal year ending March 2027 will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionProcedures for all 3 companies will be carried out in accordance with local laws and regulations. The liquidation of WL GmbH is scheduled to be completed after the creditor claim period of at least 12 months required under German law.
Management structure after acquisitionThe businesses in the United Kingdom and France were transferred to Wilson Learning Corporation (US) in August 2024 to streamline operations, and all 3 companies have already ceased operating activities. WL GmbH will carry out the dissolution and liquidation procedures through Wilson Learning Europe Ltd.
| Item | Details |
|---|---|
| Transaction name | Dissolution and liquidation of a consolidated subsidiary |
| Name of the Subject Company | Wilson Learning France, Wilson Learning SA, Wilson Learning GmbH |
| Business Description of the Subject Company | Development and provision of consulting services and solutions for human resource and organisational development, Development and provision of consulting services and solutions for human resource and organisational development, Development and provision of consulting services and solutions for human resource and organisational development |
| Location of the Subject Company | 21 Avenue E Belin 92566 Rueil Malmaison France, C/ JUAN ALVAREZ MENDIZABAL, 47 BAJO A. 28008, MADRID, MADRID, Hemmerichstr. 1 97688 Bad Kissingen Germany |
| Capital Stock of the Subject Company | €38,112, €60,101, €25,000 |
| Date of Establishment of the Subject Company | 18 September 2008, 10 March 1999, 1 April 2001 |
| Net Sales of the Subject Company | ¥0 thousand (fiscal year ending March 2026), ¥0 thousand (fiscal year ending March 2026), ¥0 thousand (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | -¥1.595 million (fiscal year ending March 2026), -¥396,000 (fiscal year ending March 2026), ¥0 thousand (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥53.742 million (fiscal year ending March 2026), ¥106,000 (fiscal year ending March 2026), ¥1.281 million (fiscal year ending March 2026) |
| Voting rights ownership percentage | Before WLF: 100% owned by the Company; WL Spain: 100% owned by the Company; WL GmbH: 100% owned by Wilson Learning Europe Ltd. (after not disclosed) |
| Impact on Business Performance | The impact of the dissolution and liquidation of the 3 companies on consolidated results for the fiscal year ending March 2027 will be immaterial. |
| Date of board resolution | 13 November 2026 |
| Execution Date / Effective Date | WLF: TUP completion and cancellation of corporate registration scheduled for February 2027, WL Spain: dissolution scheduled for January 2027; completion of liquidation and cancellation of corporate registration scheduled for April to June 2027, WL GmbH: dissolution scheduled for January 2027; completion of liquidation and cancellation of corporate registration scheduled for April to June 2028 |
| Conditions Precedent to Execution | Procedures for all 3 companies will be carried out in accordance with local laws and regulations. The liquidation of WL GmbH is scheduled to be completed after the creditor claim period of at least 12 months required under German law. |
| Management structure after acquisition | The businesses in the United Kingdom and France were transferred to Wilson Learning Corporation (US) in August 2024 to streamline operations, and all 3 companies have already ceased operating activities. WL GmbH will carry out the dissolution and liquidation procedures through Wilson Learning Europe Ltd. |
Items this document does not state (17)
Counterparty nameNet Income of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial Committee
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 achieve greater operational efficiency and reduce various expenses by focusing and selectively allocating management resources and reviewing the Group’s structure. The businesses in the United Kingdom and France were transferred to the US subsidiary in August 2024, and all 3 companies have ceased operating activities.
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