Decision and Details
Absorption-Type Merger
Because this is a merger between a wholly owned parent company and its wholly owned subsidiary
Following this absorption-type merger, the surviving company's assets are expected to substantially exceed its liabilities, and no situation that would impede the performance of its obligations is currently anticipated.
| Item | Details |
|---|---|
| Matter Covered | Absorption-Type Merger |
| Decision Date | 1 December 2025 (date the absorption-type merger agreement was executed) |
| Implementation Date | 1 March 2026 (scheduled effective date) |
| Amount | Merger consideration: none |
| Quantity / scale | Absorbed company: 株式会社吉野家; surviving company: 株式会社吉野家ホールディングス |
| Impact on Business Performance | Following this absorption-type merger, the surviving company's assets are expected to substantially exceed its liabilities, and no situation that would impede the performance of its obligations is currently anticipated. |
| Reason | Because this is a merger between a wholly owned parent company and its wholly owned subsidiary |
| Governing Rule | Article 794, Paragraph 1 of the Companies Act; Article 191 of the Regulations for Enforcement of the Companies Act; Article 782, Paragraph 1 of the Companies Act; and Article 182 of the Regulations for Enforcement of the Companies Act |
| Future plans | The absorption-type merger is scheduled to become effective on 1 March 2026. If any matter changes after the start date of the prior disclosure period, the revised details will be disclosed immediately. |
| Amount (reference: absorbed company's final fiscal year) | Net sales: ¥103,738.562 million; operating profit: ¥4,149.677 million; net income: ¥2,786.820 million; total assets: ¥29,147.852 million; total liabilities: ¥21,975.716 million; total net assets: ¥7,172.135 million |
Items this document does not state (3)
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.As this is a merger between a wholly owned parent company and its wholly owned subsidiary, no merger consideration will be paid. The statutory prior disclosure document required under the Companies Act discloses the terms of the merger agreement, financial statements, the expected ability to perform obligations and other matters.