Worth reading
54Recurring
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Conditional
How definitive the wording is.This transaction
This mergerCounterparty (target company)ＡＧＳビジネスコンピューター株式会社
Disclosing companyAGS Corporation
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Information processing services Software development Other information services Sales of system equipment
Location Omiya Ward, Saitama City, Saitama PrefectureShare capital ¥30 millionDate of incorporation 1 October 1983
Net Sales¥3,482.130 million (fiscal year ended March 2025, non-consolidated)
Operating profit¥288.563 million (fiscal year ended March 2025, non-consolidated)
Net income for the current fiscal year¥202.961 million (fiscal year ended March 2025, non-consolidated)
Net assets¥918.245 million (fiscal year ended March 2025, non-consolidated)
Consideration and expenses
Acquisition priceNo shares or other monetary consideration will be allocated in connection with the merger.
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Merger ratio/share exchange ratioNo merger ratio disclosed. The surviving company is AGS Corporation, and the absorbed company is ＡＧＳビジネスコンピューター株式会社.
Impact on Business Performance
Neither the merger nor the absorption-type company split will affect consolidated results.
Procedures and assumptions
Management structure after acquisitionThere will be no change to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end following the merger. Effective 1 April 2027, the Company will establish the Corporate Systems Department III within the Corporate Business Division and the Technical Services Department within the Financial Business Division.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | ＡＧＳビジネスコンピューター株式会社 |
| Name of the Subject Company | ＡＧＳビジネスコンピューター株式会社 |
| Business Description of the Subject Company | Information processing services Software development Other information services Sales of system equipment |
| Location of the Subject Company | Omiya Ward, Saitama City, Saitama Prefecture |
| Capital Stock of the Subject Company | ¥30 million |
| Date of Establishment of the Subject Company | 1 October 1983 |
| Net Sales of the Subject Company | ¥3,482.130 million (fiscal year ended March 2025, non-consolidated) |
| Operating Profit of the Subject Company | ¥288.563 million (fiscal year ended March 2025, non-consolidated) |
| Net Income of the Subject Company | ¥202.961 million (fiscal year ended March 2025, non-consolidated) |
| Net Assets of the Subject Company | ¥918.245 million (fiscal year ended March 2025, non-consolidated) |
| Acquisition price | No shares or other monetary consideration will be allocated in connection with the merger. |
| Type of Consideration | No consideration (no shares or other monetary consideration will be allotted in connection with this merger) |
| Merger ratio/share exchange ratio | No merger ratio disclosed. The surviving company is AGS Corporation, and the absorbed company is ＡＧＳビジネスコンピューター株式会社. |
| Number of shares acquired | Not applicable (no shares will be allocated in connection with this merger) |
| Voting rights ownership percentage | Before 100% → after The target company will cease to exist as a result of the absorption-type merger (no post-transaction ownership ratio disclosed) |
| Impact on Business Performance | Neither the merger nor the absorption-type company split will affect consolidated results. |
| Date of board resolution | 15 April 2026 |
| Contract Date | 1 May 2026 |
| Execution Date / Effective Date | 1 April 2027 |
| Management structure after acquisition | There will be no change to the Company's name, location, representative's title or name, business activities, capital or fiscal year-end following the merger. Effective 1 April 2027, the Company will establish the Corporate Systems Department III within the Corporate Business Division and the Technical Services Department within the Financial Business Division. |
Items this document does not state (11)
Expenses 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 CommitteeConditions Precedent to Execution
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.To consolidate within the Company the human resources and expertise developed to date, thereby strengthening the structure for growth of the AGS Group and maximizing the use of management resources. The measure is also intended to enhance the Group's overall capabilities, respond to diverse customer needs, and provide high-quality services and optimal solutions.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.