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M&A and Subsidiary Changes2351ASJ INC.Information and Communications, Services and Others

Notice Regarding an Absorption-Type Merger Between Wholly Owned Subsidiaries

An absorption-type merger is scheduled to be completed effective 1 October 2026, with the Company's wholly owned subsidiary 株式会社イー・フュージョン as the disappearing company and アイテックス株式会社 as the surviving company. As this is a merger between wholly owned subsidiaries, no shares or cash will be delivered.

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This transaction

This merger
Counterpartyアイテックス株式会社, 株式会社イー・フュージョン
Disclosing companyASJ INC.
株式会社イー・フュージョンVoting rights ownership percentage

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

Web content production business

Location Kawaguchi, Saitama PrefectureShare capital ¥100,000,000Date of incorporation 25 May 1995
Net Sales¥41 million (fiscal year ended March 2026)
Operating profit-¥10 million (fiscal year ended March 2026)
Net income for the current fiscal year-¥7 million (fiscal year ended March 2026)
Net assets¥116 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be delivered
Type of ConsiderationNo consideration (no shares, cash or other consideration will be delivered)
Impact on Business Performance

The impact on the Company's consolidated results will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionGeneral meeting of shareholders to approve the merger agreement of the disappearing company (scheduled for 15 September 2026)
Management structure after acquisitionThe corporate name will be アイテックス株式会社, the representative will be Representative Director Aoki Kunitetsu (青木 邦哲), the address will be 1-8-1 Uchikanda, Chiyoda-ku, Tokyo, the business will comprise HRTech services and SI services, and the company will be 100% owned by ASJ INC. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameThis merger
Counterparty nameアイテックス株式会社, 株式会社イー・フュージョン
Name of the Subject Company株式会社イー・フュージョン
Business Description of the Subject CompanyWeb content production business
Location of the Subject CompanyKawaguchi, Saitama Prefecture
Capital Stock of the Subject Company¥100,000,000
Date of Establishment of the Subject Company25 May 1995
Net Sales of the Subject Company¥41 million (fiscal year ended March 2026)
Operating Profit of the Subject Company-¥10 million (fiscal year ended March 2026)
Net Income of the Subject Company-¥7 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥116 million (fiscal year ended March 2026)
Acquisition priceNo shares, cash or other consideration will be delivered
Type of ConsiderationNo consideration (no shares, cash or other consideration will be delivered)
Voting rights ownership percentageBefore 100% → after 100%
Impact on Business PerformanceThe impact on the Company's consolidated results will be immaterial.
Date of board resolution10 August 2026
Contract Date10 August 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionGeneral meeting of shareholders to approve the merger agreement of the disappearing company (scheduled for 15 September 2026)
Management structure after acquisitionThe corporate name will be アイテックス株式会社, the representative will be Representative Director Aoki Kunitetsu (青木 邦哲), the address will be 1-8-1 Uchikanda, Chiyoda-ku, Tokyo, the business will comprise HRTech services and SI services, and the company will be 100% owned by ASJ INC. Employee treatment: 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 consolidate the management resources of the 2 wholly owned subsidiaries, improve capital efficiency through the reallocation of assets and capital within the Group, and achieve sustained growth in corporate value.

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Notice Regarding an Absorption-Type Merger Between Wholly Owned Subsidiaries | ASJ INC. (2351) timely disclosure | Komori