Worth reading
25Immaterial
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Neutral
Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This mergerCounterparty (target company)ＩＴｂｏｏｋ株式会社, みらい株式会社, 株式会社イスト, 東京アプリケーションシステム株式会社, NXTech株式会社
Disclosing companySAAF Holdings Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Impact on Business Performance
The impact of this merger on the Company's consolidated results is currently under review. The Company will make a prompt disclosure if any matters requiring disclosure arise.
Procedures and assumptions
Conditions Precedent to ExecutionThe absorption-type merger agreement is scheduled to be executed following approval by the Board of Directors at its meeting scheduled for 25 November 2026.
Management structure after acquisitionThe Company plans to transition from its current pure holding company structure to an operating holding company structure. It will proceed with the establishment of a stable operating structure after the transition. The corporate name, representative and treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | ＩＴｂｏｏｋ株式会社, みらい株式会社, 株式会社イスト, 東京アプリケーションシステム株式会社, NXTech株式会社 |
| Name of the Subject Company | ＩＴｂｏｏｋ株式会社, みらい株式会社, 株式会社イスト, 東京アプリケーションシステム株式会社, NXTech株式会社 |
| Impact on Business Performance | The impact of this merger on the Company's consolidated results is currently under review. The Company will make a prompt disclosure if any matters requiring disclosure arise. |
| Date of board resolution | 26 May 2026 |
| Contract Date | Scheduled to be executed following approval by the Board of Directors at its meeting scheduled for 25 November 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) (prior date: 1 July 2026 (scheduled)) |
| Conditions Precedent to Execution | The absorption-type merger agreement is scheduled to be executed following approval by the Board of Directors at its meeting scheduled for 25 November 2026. |
| Management structure after acquisition | The Company plans to transition from its current pure holding company structure to an operating holding company structure. It will proceed with the establishment of a stable operating structure after the transition. The corporate name, representative and treatment of employees: not disclosed |
Items this document does not state (23)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet 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 priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding 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 Company states that it reviewed the timing of the transition in light of changes in the management environment and the status of various measures, and, after scrutinizing the Group's governance and management control structure, revised the implementation date to establish a stable operating structure after the transition and maximize the benefits of the transition.
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