Worth reading
37Immaterial
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Improvement
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Conditional
How definitive the wording is.This transaction
Absorption-type merger (スターティア to absorb ビーシーメディア) and closure of Startia Asia Pte. Ltd.Counterpartyスターティア株式会社, ビーシーメディア株式会社
Disclosing companyStartia Holdings,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
IT infrastructure-related business (including the sale, installation, maintenance and servicing of office automation equipment and information and telecommunications equipment); management of operations in Asia and corporate venture capital investment business
Location Sakai Ward, Sakai, Osaka Prefecture; SingaporeShare capital ビーシーメディア株式会社: ¥10 million; Startia Asia Pte. Ltd.: ¥89 millionDate of incorporation ビーシーメディア株式会社: not disclosed; Startia Asia Pte. Ltd.: November 2017
Consideration and expenses
Acquisition priceNo consideration will be paid in connection with the absorption-type merger. Not applicable to the closure.
Type of ConsiderationNo consideration (absorption-type merger); not applicable to the closure
Merger ratio/share exchange rationot disclosed (no merger ratio provided)
Impact on Business Performance
The impact of the absorption-type merger and closure on the Company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe closure date for Startia Asia may change depending on the progress of local procedures. Other conditions precedent: not disclosed.
Management structure after acquisitionFollowing the merger, ビーシーメディア's business location is scheduled to be taken over as the South Osaka Branch of スターティア (tentative name). The name and other details are tentative at this time and may be changed in the future. Other details regarding the management structure and treatment of employees: not disclosed.
| Item | Details |
|---|---|
| Transaction name | Absorption-type merger (スターティア to absorb ビーシーメディア) and closure of Startia Asia Pte. Ltd. |
| Counterparty name | スターティア株式会社, ビーシーメディア株式会社 |
| Name of the Subject Company | ビーシーメディア株式会社, Startia Asia Pte. Ltd. |
| Business Description of the Subject Company | IT infrastructure-related business (including the sale, installation, maintenance and servicing of office automation equipment and information and telecommunications equipment); management of operations in Asia and corporate venture capital investment business |
| Location of the Subject Company | Sakai Ward, Sakai, Osaka Prefecture; Singapore |
| Capital Stock of the Subject Company | ビーシーメディア株式会社: ¥10 million; Startia Asia Pte. Ltd.: ¥89 million |
| Date of Establishment of the Subject Company | ビーシーメディア株式会社: not disclosed; Startia Asia Pte. Ltd.: November 2017 |
| Acquisition price | No consideration will be paid in connection with the absorption-type merger. Not applicable to the closure. |
| Type of Consideration | No consideration (absorption-type merger); not applicable to the closure |
| Merger ratio/share exchange ratio | not disclosed (no merger ratio provided) |
| Voting rights ownership percentage | Before Major shareholders and ownership percentages: the Company (スターティア株式会社), 100%; スターティア株式会社 (ビーシーメディア株式会社), 100%; the Company (Startia Asia Pte. Ltd.), 100% (after not disclosed) |
| Impact on Business Performance | The impact of the absorption-type merger and closure on the Company's consolidated results will be immaterial. |
| Date of board resolution | 28 August 2026 |
| Contract Date | 28 August 2026 (予定) |
| Execution Date / Effective Date | Absorption-type merger: 1 October 2026 (scheduled); closure: during December 2026 (scheduled date for completion of procedures) |
| Conditions Precedent to Execution | The closure date for Startia Asia may change depending on the progress of local procedures. Other conditions precedent: not disclosed. |
| Management structure after acquisition | Following the merger, ビーシーメディア's business location is scheduled to be taken over as the South Osaka Branch of スターティア (tentative name). The name and other details are tentative at this time and may be changed in the future. Other details regarding the management structure and treatment of employees: not disclosed. |
Items this document does not state (15)
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 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 absorption-type merger is intended to improve the efficiency of the two companies' IT infrastructure-related businesses. The closure of Startia Asia is intended to improve the Company's business efficiency by selecting and concentrating its management resources.
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