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M&A and Subsidiary Changes9628SAN HOLDINGS,INC.Information and Communications, Services and Others

Notice Regarding the Absorption-Type Merger Between Consolidated Subsidiaries (Grandsubsidiaries)

株式会社たまのや, a sub-subsidiary of the Company Group, will absorb 株式会社With Wedding, also a sub-subsidiary. 株式会社たまのや is scheduled to remain as the surviving company, while 株式会社With Wedding will be dissolved.

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This transaction

This merger
Counterparty (target company)株式会社With Wedding
Disclosing companySAN HOLDINGS,INC.
Subject of this transactionVoting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Wedding Business

Location Koriyama, Fukushima PrefectureShare capital ¥40 millionDate of incorporation 10 May 1963
Consideration and expenses
Type of ConsiderationNo consideration will be allocated (details of the allocation relating to the merger: not applicable)
Merger ratio/share exchange ratioNo applicable matters.
Impact on Business Performance

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

Procedures and assumptions
Conditions Precedent to ExecutionApproval at the shareholders' meeting to approve the merger of the companies involved in the merger (scheduled for 22 June 2026)
Management structure after acquisitionThe corporate name will be 株式会社たまのや, the address will be 35 Aza Donoushiro, Kuroiwa, Fukushima, Fukushima Prefecture, the representative will be Representative Director and President Haneda Kazunori (羽田 和德), the business will be funeral services, the capital will be ¥50 million, and the fiscal year-end will be 31 March. At the annual shareholders' meeting scheduled for 22 June 2026, the Company plans to change the Representative Director and President to Tajima Kaoru (田島薫) and the fiscal year-end to 31 August.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社With Wedding
Name of the Subject Company株式会社With Wedding
Business Description of the Subject CompanyWedding Business
Location of the Subject CompanyKoriyama, Fukushima Prefecture
Capital Stock of the Subject Company¥40 million
Date of Establishment of the Subject Company10 May 1963
Type of ConsiderationNo consideration will be allocated (details of the allocation relating to the merger: not applicable)
Merger ratio/share exchange ratioNo applicable matters.
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be immaterial.
Date of board resolution21 May 2026
Contract Date21 May 2026
Execution Date / Effective Date1 August 2026 (予定)
Conditions Precedent to ExecutionApproval at the shareholders' meeting to approve the merger of the companies involved in the merger (scheduled for 22 June 2026)
Management structure after acquisitionThe corporate name will be 株式会社たまのや, the address will be 35 Aza Donoushiro, Kuroiwa, Fukushima, Fukushima Prefecture, the representative will be Representative Director and President Haneda Kazunori (羽田 和德), the business will be funeral services, the capital will be ¥50 million, and the fiscal year-end will be 31 March. At the annual shareholders' meeting scheduled for 22 June 2026, the Company plans to change the Representative Director and President to Tajima Kaoru (田島薫) and the fiscal year-end to 31 August.
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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.

Both companies operate primarily in Fukushima Prefecture, and the merger is intended to improve management efficiency and make effective use of management resources.

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Notice Regarding the Absorption-Type Merger Between Consolidated Subsidiaries (Grandsubsidiaries) | SAN HOLDINGS,INC. (9628) timely disclosure | Komori