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M&A and Subsidiary Changes1417MIRAIT ONE CorporationConstruction and Materials

Notice Regarding the Execution of a Merger Agreement with a Wholly Owned Subsidiary (Mirait One Systems Corporation)

The Company has entered into an agreement to absorb its wholly owned subsidiary, 株式会社ミライト・ワン・システムズ, through a merger and dissolve the subsidiary. No shares will be issued and no cash or other consideration will be paid in connection with the merger.

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This transaction

This merger
Counterparty (target company)株式会社ミライト・ワン・システムズ
Disclosing companyMIRAIT ONE Corporation
Subject of this transactionVoting rights ownership percentage Before 100% (held by 株式会社ミライト・ワン as a wholly owned subsidiary) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Systems integration, software development, IT infrastructure construction, implementation, operation and maintenance, new-technology utilization solution development, and consulting

Location Minato-ku, TokyoShare capital ¥100 millionDate of incorporation 2 April 2001
Net Sales¥17,063 million (fiscal year ending March 2026)
Operating profit¥1,150 million (fiscal year ending March 2026)
Net income for the current fiscal year¥1,017 million (fiscal year ending March 2026)
Net assets¥4,791 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNot applicable (no shares will be issued and no cash or other consideration will be paid in connection with the merger)
Type of ConsiderationNo consideration (no shares will be issued and no cash or other consideration will be paid in connection with the merger)
Impact on Business Performance

As this is a reorganization within the Company's Group, the impact on the Company's consolidated results will be minor.

Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be conducted without a resolution at the Company's shareholders' meeting, as a simplified absorption-type merger under Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionThere will be no changes to the Company's name, location, titles or names of its representative, business activities, capital or fiscal year-end as a result of the merger. 株式会社ミライト・ワン・システムズ will be dissolved. The treatment of employees is Not disclosed
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社ミライト・ワン・システムズ
Name of the Subject Company株式会社ミライト・ワン・システムズ
Business Description of the Subject CompanySystems integration, software development, IT infrastructure construction, implementation, operation and maintenance, new-technology utilization solution development, and consulting
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company2 April 2001
Net Sales of the Subject Company¥17,063 million (fiscal year ending March 2026)
Operating Profit of the Subject Company¥1,150 million (fiscal year ending March 2026)
Net Income of the Subject Company¥1,017 million (fiscal year ending March 2026)
Net Assets of the Subject Company¥4,791 million (fiscal year ending March 2026)
Acquisition priceNot applicable (no shares will be issued and no cash or other consideration will be paid in connection with the merger)
Type of ConsiderationNo consideration (no shares will be issued and no cash or other consideration will be paid in connection with the merger)
Voting rights ownership percentageBefore 100% (held by 株式会社ミライト・ワン as a wholly owned subsidiary) (after not disclosed)
Impact on Business PerformanceAs this is a reorganization within the Company's Group, the impact on the Company's consolidated results will be minor.
Date of board resolution12 May 2026
Contract Date12 May 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionThe merger will be conducted without a resolution at the Company's shareholders' meeting, as a simplified absorption-type merger under Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionThere will be no changes to the Company's name, location, titles or names of its representative, business activities, capital or fiscal year-end as a result of the merger. 株式会社ミライト・ワン・システムズ will be dissolved. The treatment of employees is Not disclosed
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender 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.

The purpose is to integrate the business of 株式会社ミライト・ワン・システムズ into the Company and accelerate the use of digital technologies in its existing businesses. The Company aims to expand the Group's business by advancing on-site processes, improving productivity, and developing high-value-added services that combine hardware and software.

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Notice Regarding the Execution of a Merger Agreement with a Wholly Owned Subsidiary (Mirait One Systems Corporation) | MIRAIT ONE Corporation (1417) timely disclosure | Komori