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How definitive the wording is.This transaction
Absorption merger (merger between subsidiaries)Counterparty株式会社オープンアップネクストエンジニア, エイセブプラス株式会社
Disclosing companyOpen Up Group Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Automotive development support business, Ownership and management of the shares of エイセブプラス and イーテック
Location Chikusa-ku, Nagoya, Aichi Prefecture, Chikusa-ku, Nagoya, Aichi PrefectureShare capital ¥20 million, ¥10 millionDate of incorporation April 2019, August 2023
Consideration and expenses
Acquisition priceNo consideration paid (no shares, cash in lieu of shares or other consideration will be paid)
Type of ConsiderationNo consideration (no shares, cash in lieu of shares or other consideration paid)
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the shareholders' meeting to approve the absorption merger (scheduled for 8 June 2026)
Management structure after acquisitionThe surviving companies will be 株式会社オープンアップネクストエンジニア (Representative Director and President Nagara Shinichi (永來真一)) and エイセブプラス株式会社 (Representative Director Kani Toru (可児徹)). イーテック and エイセブHD will be dissolved companies. 株式会社ビーネックステクノロジーズ changed its corporate name to 株式会社オープンアップネクストエンジニア effective 1 April 2026. Treatment of employees following the mergers: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Absorption merger (merger between subsidiaries) |
| Counterparty name | 株式会社オープンアップネクストエンジニア, エイセブプラス株式会社 |
| Name of the Subject Company | イーテック株式会社, 株式会社エイセブホールディングス |
| Business Description of the Subject Company | Automotive development support business, Ownership and management of the shares of エイセブプラス and イーテック |
| Location of the Subject Company | Chikusa-ku, Nagoya, Aichi Prefecture, Chikusa-ku, Nagoya, Aichi Prefecture |
| Capital Stock of the Subject Company | ¥20 million, ¥10 million |
| Date of Establishment of the Subject Company | April 2019, August 2023 |
| Acquisition price | No consideration paid (no shares, cash in lieu of shares or other consideration will be paid) |
| Type of Consideration | No consideration (no shares, cash in lieu of shares or other consideration paid) |
| Voting rights ownership percentage | Before 100% (a consolidated subsidiary wholly owned by the Company) → after 100% (イーテック is a direct wholly owned subsidiary of the Company) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 3 April 2026 |
| Contract Date | 3 April 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Conditions Precedent to Execution | Approval at the shareholders' meeting to approve the absorption merger (scheduled for 8 June 2026) |
| Management structure after acquisition | The surviving companies will be 株式会社オープンアップネクストエンジニア (Representative Director and President Nagara Shinichi (永來真一)) and エイセブプラス株式会社 (Representative Director Kani Toru (可児徹)). イーテック and エイセブHD will be dissolved companies. 株式会社ビーネックステクノロジーズ changed its corporate name to 株式会社オープンアップネクストエンジニア effective 1 April 2026. Treatment of employees following the mergers: Not disclosed |
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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 Company determined that integrating イーテック into オープンアップネクストエンジニア, which has strong business synergies and extensive transaction experience with customer companies, would be appropriate from the perspectives of business stability and governance. In addition, following the integration of イーテック, エイセブHD will have only エイセブプラス as its operating subsidiary, making the integration of the two companies reasonable.
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