Japan Exchange Group, Inc. (JPX) hereby announces that it has resolved at its board of directors meeting held today that, subject to approval by the relevant authorities, JPX Market Innovation & Research, Inc. (JPXI), a wholly-owned subsidiary of JPX, will conduct an absorption-type merger with its subsidiary SCRIPTS Asia, K.K. (SCRIPTS Asia), which is also a consolidated subsidiary of JPX, effective April 1, 2026.
Purpose of the Merger
Through this merger, JPX aims to establish a stable and sustainable service delivery framework, maximize business potential by integrating the management resources of both companies, and promote greater efficiency in the overall management structure.
Overview of the Merger
Schedule
| Date of board of directors’ resolution regarding the merger (SCRIPTS Asia) | October 22, 2025 |
| Date of board of directors’ resolution regarding the merger (JPXI) | October 28, 2025 |
| Date of board of directors’ resolution regarding the merger (JPX) | October 29, 2025 |
| Date of board of directors’ resolution for approving the merger agreement | January 2026 (scheduled) |
| Date of conclusion of merger agreement | January 2026 (scheduled) |
| Date of extraordinary general shareholders meeting (Note) | March 2026 (scheduled) |
| Effective date of the merger | April 1, 2026 (scheduled) |
- ･Approval at the general shareholders’ meeting is not required for SCRIPTS Asia as the merger is a short-form merger as prescribed in Article 796, Paragraph 1 of the Companies Act. JPXI plans to obtain the necessary approval for the merger at the general shareholders’ meeting.
Method
The merger will be conducted as an absorption-type merger with JPXI as the surviving company and SCRIPTS Asia being scheduled for dissolution.
Details of allotment
There will be no allotment of shares, cash, or other assets as a result of this merger.
Treatment of subscription warrants and convertible bonds
Not applicable.
Overview of Companies Involved in the Merger
| Surviving Company | Dissolving Company | |
|---|---|---|
| (1) Company Name | JPX Market Innovation & Research, Inc. | SCRIPTS Asia, K.K. |
| (2) Business Description | Market-related services | Creation of transcripts of corporate investor events |
| (3) Date of Establishment | December 1, 2021 | February 1, 2018 |
| (4) Head Office Location | 2-1, Nihombashi-Kabuto-cho, Chuo-ku, Tokyo | 7-1, Nihombashi-Kabuto-cho, Chuo-ku, Tokyo |
| (5) Representative | Futagi Satoshi President & CEO |
Hongo Junichi Representative Director |
| (6) Capital | JPY 1 billion | JPY 5 million |
| (7) Number of Shares Issued | 20,000 shares | 500 shares |
| (8) Fiscal Year End | March | March |
| (9) Number of Employees | 261 | 12 |
| (10) Major Shareholders and Shareholding Ratio | Japan Exchange Group, Inc. 100% |
JPX Market Innovation & Research, Inc. 100% |
| (11) Financial Position and Operating Results for Most Recent Fiscal Year (Fiscal Year Ended March 2025) | ||
| Net Assets | 25,849 | ∆922 |
| Total Assets | 38,430 | 618 |
| Net Assets Per Share (JPY) | 1,292,460.15 | ∆1,844,378.54 |
| Sales | 38,543 | 637 |
| Operating Income | 10,170 | 155 |
| Ordinary Income | 10,167 | 147 |
| Net Income | 6,255 | 6 |
| Net Income Per Share (JPY) | 312,774.96 | 13,680.82 |
Post-Merger Status
There will be no changes to JPXI’s company name, location, name and title of the representative, business description, capital, or fiscal year end as a result of this merger.
Outlook
The impact of this merger on consolidated financial results is expected to be immaterial.
