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How definitive the wording is.This transaction
This absorption mergerCounterparty (target company)株式会社アムズユニティー
Disclosing companyTOKAI Holdings Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Contract software development and sales, and system operation and maintenance
Location Okayama City, Okayama PrefectureShare capital ¥10 millionDate of incorporation 1 April 1989
Consideration and expenses
Acquisition priceNo shares or other consideration will be delivered
Type of ConsiderationNo consideration (no shares or other consideration will be delivered)
Merger ratio/share exchange ratioNot applicable (no shares or other consideration will be delivered)
Impact on Business Performance
The Company recognizes that the impact of this transaction on its consolidated results for the fiscal year ending March 2027 will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThis absorption-type merger qualifies as a simplified merger for TOKAI COM and a short-form merger for アムズユニティー, and both companies will omit approval by their respective general meetings of shareholders.
Management structure after acquisitionThere will be no changes to the surviving company's name, capital, head office location, the title or name of its representative, business activities or fiscal year-end. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This absorption merger |
| Counterparty name | 株式会社アムズユニティー |
| Name of the Subject Company | 株式会社アムズユニティー |
| Business Description of the Subject Company | Contract software development and sales, and system operation and maintenance |
| Location of the Subject Company | Okayama City, Okayama Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 1 April 1989 |
| Acquisition price | No shares or other consideration will be delivered |
| Type of Consideration | No consideration (no shares or other consideration will be delivered) |
| Merger ratio/share exchange ratio | Not applicable (no shares or other consideration will be delivered) |
| Number of shares acquired | Not applicable (because this is an absorption-type merger) |
| Voting rights ownership percentage | Before 100% (after not disclosed) |
| Impact on Business Performance | The Company recognizes that the impact of this transaction on its consolidated results for the fiscal year ending March 2027 will be immaterial. |
| Date of board resolution | 29 September 2026 |
| Contract Date | 29 September 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | This absorption-type merger qualifies as a simplified merger for TOKAI COM and a short-form merger for アムズユニティー, and both companies will omit approval by their respective general meetings of shareholders. |
| Management structure after acquisition | There will be no changes to the surviving company's name, capital, head office location, the title or name of its representative, business activities or fiscal year-end. Employee treatment: Not disclosed |
Items this document does not state (14)
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 priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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 merger is intended to strengthen collaboration between the two companies and generate synergies, as well as reduce the administrative burden associated with operating the companies, improve operational efficiency and reduce costs.
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