Decision and Details
Absorption-type company split involving the rights and obligations relating to the contract logistics business for manufacturers
Because this was a transfer within a wholly owned parent-subsidiary group, no consideration was required in light of the transaction's economic substance. Because the liabilities will be assumed through cumulative assumption of obligations, no creditor will be unable to demand performance from エス・ディ・ロジ after the split.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type company split involving the rights and obligations relating to the contract logistics business for manufacturers |
| Decision Date | 12 February 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 31 March 2026 (actual date of implementation and effective date) |
| Period Covered | From 31 March 2026 onward (including rights and obligations arising on or after the effective date under the contracts and other arrangements transferred) |
| Amount | Assets transferred: ¥17,274 million (estimated); liabilities transferred: ¥14,468 million (estimated) |
| Reason | Because this was a transfer within a wholly owned parent-subsidiary group, no consideration was required in light of the transaction's economic substance. Because the liabilities will be assumed through cumulative assumption of obligations, no creditor will be unable to demand performance from エス・ディ・ロジ after the split. |
| Governing Rule | Companies Act, Article 791, paragraph 1, item 1; Article 801, paragraph 3, item 2; Articles 784, 785, 787, 789, 796, 797, 799 and 923; Ordinance for Enforcement of the Companies Act, Article 189 |
| Related previous disclosures | Prior disclosure document dated 26 February 2026 (prior disclosure document relating to the absorption-type company split agreement) |
| Future plans | Registration of the changes relating to this split is scheduled to be completed by Friday, 10 April 2026. |
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.Because this was a business transfer between a wholly owned parent and its wholly owned subsidiary, no consideration was required in light of the transaction's economic substance. This disclosure is made under the Companies Act as a post-transaction disclosure and report on the progress of procedures involving creditors and other parties.