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The organizational restructuringCounterparty (target company)株式会社 SPST, 株式会社トラストブレイン
Disclosing companySHIFT Inc.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
• Design, construction, operation and maintenance of IT infrastructure (ISMS certification scope) • Sale and maintenance of PCs, servers and network equipment (ISMS certification scope) • Support services for systems engineers (ISMS certification scope) • Worker dispatch services, • Medical software development • Business systems solutions • Logistics solutions
Location 78-3 Kanda Sakumagashi, Chiyoda-ku, Tokyo, 1-7-4 Higashikawasaki-cho, Chuo-ku, Kobe, HyogoShare capital ¥10 million, ¥10 millionDate of incorporation 7 January 2008, 19 May 1993
Consideration and expenses
Acquisition priceNone planned
Type of ConsiderationNo consideration (free of charge) is planned
Impact on Business Performance
The impact of this transaction on the Company's operating results and financial condition is expected to be immaterial. If a material impact arises due to a significant change in business conditions, the Company will promptly disclose it once the details become clear.
Procedures and assumptions
Management structure after acquisitionALH will be the surviving company, while 株式会社 SPST and 株式会社トラストブレイン will be the absorbed companies. There will be no changes after the organizational restructuring to ALH's name, head office location, representative's title or name, business activities, stated capital or fiscal year-end. ALH will assume 株式会社トラストブレイン's Kobe headquarters.
| Item | Details |
|---|---|
| Transaction name | The organizational restructuring |
| Counterparty name | 株式会社 SPST, 株式会社トラストブレイン |
| Name of the Subject Company | 株式会社 SPST, 株式会社トラストブレイン |
| Business Description of the Subject Company | • Design, construction, operation and maintenance of IT infrastructure (ISMS certification scope) • Sale and maintenance of PCs, servers and network equipment (ISMS certification scope) • Support services for systems engineers (ISMS certification scope) • Worker dispatch services, • Medical software development • Business systems solutions • Logistics solutions |
| Location of the Subject Company | 78-3 Kanda Sakumagashi, Chiyoda-ku, Tokyo, 1-7-4 Higashikawasaki-cho, Chuo-ku, Kobe, Hyogo |
| Capital Stock of the Subject Company | ¥10 million, ¥10 million |
| Date of Establishment of the Subject Company | 7 January 2008, 19 May 1993 |
| Acquisition price | None planned |
| Type of Consideration | No consideration (free of charge) is planned |
| Voting rights ownership percentage | Before 100% (Stride Digital Group株式会社 holds the shares of ALH, SPST and 株式会社トラストブレイン) (after not disclosed) |
| Impact on Business Performance | The impact of this transaction on the Company's operating results and financial condition is expected to be immaterial. If a material impact arises due to a significant change in business conditions, the Company will promptly disclose it once the details become clear. |
| Date of board resolution | 26 May 2026 |
| Contract Date | 26 May 2026 |
| Execution Date / Effective Date | 1 September 2026 (予定) |
| Management structure after acquisition | ALH will be the surviving company, while 株式会社 SPST and 株式会社トラストブレイン will be the absorbed companies. There will be no changes after the organizational restructuring to ALH's name, head office location, representative's title or name, business activities, stated capital or fiscal year-end. ALH will assume 株式会社トラストブレイン's Kobe headquarters. |
Items this document does not state (17)
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 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 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.The merger will consolidate the two companies, which possess specialized expertise, under ALH to improve the efficiency of management resources and advance the sharing and use of AI in back-office operations. In addition, ALH will assume 株式会社トラストブレイン's Kobe headquarters to strengthen its business base in the Kansai region.
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