Worth reading
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How definitive the wording is.This transaction
Company split (simplified absorption-type company split)Counterparty (target company)株式会社ＣＡＩＣＡテクノロジーズ
Disclosing companyCAICA DIGITAL Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
System development and related businesses
Location Minato-ku, TokyoShare capital ¥301 millionDate of incorporation 7 October 2019
Net Sales¥5,191 million (fiscal year ended October 2025)
Operating profit¥156 million (fiscal year ended October 2025)
Net income for the current fiscal year¥111 million (fiscal year ended October 2025)
Net assets¥1,097 million (fiscal year ended October 2025)
Consideration and expenses
Acquisition priceNo shares or other consideration will be allocated or paid
Type of ConsiderationNone (no shares or other consideration will be allocated or paid)
Impact on Business Performance
The impact of this company split on the consolidated results of the Company's group will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionNo shareholder approval is required at either the Company or 株式会社ＣＡＩＣＡテクノロジーズ.
Management structure after acquisitionThe Company’s name, location, representative's title and name, business activities, capital, and fiscal year-end will not change as a result of this company split.
| Item | Details |
|---|---|
| Transaction name | Company split (simplified absorption-type company split) |
| Counterparty name | 株式会社ＣＡＩＣＡテクノロジーズ |
| Name of the Subject Company | 株式会社ＣＡＩＣＡテクノロジーズ |
| Business Description of the Subject Company | System development and related businesses |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥301 million |
| Date of Establishment of the Subject Company | 7 October 2019 |
| Net Sales of the Subject Company | ¥5,191 million (fiscal year ended October 2025) |
| Operating Profit of the Subject Company | ¥156 million (fiscal year ended October 2025) |
| Net Income of the Subject Company | ¥111 million (fiscal year ended October 2025) |
| Net Assets of the Subject Company | ¥1,097 million (fiscal year ended October 2025) |
| Acquisition price | No shares or other consideration will be allocated or paid |
| Type of Consideration | None (no shares or other consideration will be allocated or paid) |
| Impact on Business Performance | The impact of this company split on the consolidated results of the Company's group will be immaterial. |
| Date of board resolution | 22 May 2026 (Friday) |
| Contract Date | 22 May 2026 (Friday) |
| Execution Date / Effective Date | 1 July 2026 (Wednesday) (scheduled) |
| Conditions Precedent to Execution | No shareholder approval is required at either the Company or 株式会社ＣＡＩＣＡテクノロジーズ. |
| Management structure after acquisition | The Company’s name, location, representative's title and name, business activities, capital, and fiscal year-end will not change as a result of this company split. |
Items this document does not state (13)
Expenses other than the acquisition priceMerger 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 purpose is to strengthen the Group's overall business foundation by integrating customer support functions and consolidating management resources, including personnel and expertise, within the Company, thereby improving operational efficiency and accelerating decision-making.
How to read this page
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