Worth reading
75Important
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Neutral
Direction inferred from the company’s description.Scale
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Conditional
How definitive the wording is.Decision and Details
An absorption-type merger in which SHIFT will be the surviving company and SHIFT SECURITY will be the absorbed company
Decision1 June 2026 (date of execution of the absorption-type merger agreement)
Implementation1 September 2026 (scheduled effective date)
Going forwardBy the day before the effective date, the two companies will obtain approval of this agreement and make the organizational decisions required for the merger. If the necessary procedures cannot be completed, the effective date may be changed, and the agreement will cease to be effective if, for example, the approvals of the relevant government authorities required by law cannot be obtained. Any changes will be disclosed promptly.
AmountMerger consideration: none; increase in capital and capital reserves: none
Quantity / scaleAll employees, assets, liabilities and other rights and obligations of SHIFT SECURITY will be assumed
Reason
As SHIFT SECURITY is a wholly owned subsidiary of SHIFT, no shares or money or other consideration in lieu thereof will be provided as merger consideration. The companies have determined that there are no issues regarding the likelihood of performance of their respective obligations.
| Item | Details |
|---|---|
| Matter Covered | An absorption-type merger in which SHIFT will be the surviving company and SHIFT SECURITY will be the absorbed company |
| Decision Date | 1 June 2026 (date of execution of the absorption-type merger agreement) |
| Implementation Date | 1 September 2026 (scheduled effective date) |
| Amount | Merger consideration: none; increase in capital and capital reserves: none |
| Quantity / scale | All employees, assets, liabilities and other rights and obligations of SHIFT SECURITY will be assumed |
| Reason | As SHIFT SECURITY is a wholly owned subsidiary of SHIFT, no shares or money or other consideration in lieu thereof will be provided as merger consideration. The companies have determined that there are no issues regarding the likelihood of performance of their respective obligations. |
| Governing Rule | Article 794, Paragraph 1; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 796, Paragraph 2; Article 749, Paragraph 1; and Article 799, Paragraph 1 of the Companies Act |
| Related previous disclosures | Notice regarding the absorption-type merger of a subsidiary of the Company; Notice regarding the determination of matters relating to the acquisition of treasury shares based on the provisions of the Articles of Incorporation pursuant to Article 165, Paragraph 2 of the Companies Act; Notice regarding the absorption-type merger of the Company's subsidiary, ADX Consulting; Notice regarding the absorption-type company split of the Company's subsidiary, Airitech, and the absorption-type merger between consolidated subsidiaries (surviving company: Shimtech Co., Ltd.); Notice regarding the consolidation of back-office functions for 15 companies within the SHIFT Group through an absorption-type company split (dates not disclosed for all) |
| Future plans | By the day before the effective date, the two companies will obtain approval of this agreement and make the organizational decisions required for the merger. If the necessary procedures cannot be completed, the effective date may be changed, and the agreement will cease to be effective if, for example, the approvals of the relevant government authorities required by law cannot be obtained. Any changes will be disclosed promptly. |
Items this document does not state (3)
Decision-Making BodyPeriod CoveredImpact on Business Performance
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.As SHIFT SECURITY is a wholly owned subsidiary of SHIFT, no merger consideration will be paid. The companies have also determined that there are no issues regarding the likelihood of performance of their respective obligations.
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