Worth reading
79Important
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How definitive the wording is.Decision and Details
Resolutions by the governing bodies of Party A and Party B (specific names of the governing bodies: Not disclosed)Transfer through an absorption-type company split of the rights and obligations relating to 株式会社システムアイ's administrative division
Decision15 July 2026 (date of execution of the absorption-type company split agreement)
Period CoveredOn and after 1 September 2026 (after the effective date)
Implementation1 September 2026 (scheduled effective date)
Going forwardThe split is scheduled to become effective on 1 September 2026. If the necessary procedures cannot be completed by the day preceding the effective date, the effective date may be changed following discussions between Parties A and B. Any changes after the start date of the prior disclosure period will be disclosed immediately.
AmountConsideration for the split: shares, cash and all other consideration: ¥0 / Increase in stated capital: ¥0
Quantity / scaleThe employment-contractual status of all 株式会社システムアイ employees primarily engaged in the division concerned, together with all rights and obligations under their contracts. Assets, liabilities and contracts other than employment contracts to be transferred: none
Reason
The absorption-type company split is between a wholly owned parent company and its wholly owned subsidiary. The rights and obligations relating to 株式会社システムアイ's administrative division will be transferred to SHIFT.
Impact on Business Performance
It has been determined that there are no issues with the prospects for performance. The specific amount of the impact on financial results is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Transfer through an absorption-type company split of the rights and obligations relating to 株式会社システムアイ's administrative division |
| Decision-Making Body | Resolutions by the governing bodies of Party A and Party B (specific names of the governing bodies: Not disclosed) |
| Decision Date | 15 July 2026 (date of execution of the absorption-type company split agreement) |
| Implementation Date | 1 September 2026 (scheduled effective date) |
| Period Covered | On and after 1 September 2026 (after the effective date) |
| Amount | Consideration for the split: shares, cash and all other consideration: ¥0 / Increase in stated capital: ¥0 |
| Quantity / scale | The employment-contractual status of all 株式会社システムアイ employees primarily engaged in the division concerned, together with all rights and obligations under their contracts. Assets, liabilities and contracts other than employment contracts to be transferred: none |
| Impact on Business Performance | It has been determined that there are no issues with the prospects for performance. The specific amount of the impact on financial results is Not disclosed. |
| Reason | The absorption-type company split is between a wholly owned parent company and its wholly owned subsidiary. The rights and obligations relating to 株式会社システムアイ's administrative division will be transferred to SHIFT. |
| Governing Rule | Companies Act, Article 794, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 192; Companies Act, Article 758; Companies Act, Article 799, Paragraph 1; Companies Act, Article 165, Paragraph 2; Companies Act, Article 381, Paragraph 1; Ordinance on Company Accounting |
| Related previous disclosures | Notice concerning the absorption-type merger of our subsidiary / Notice concerning the determination of matters relating to the acquisition of treasury shares (acquisition of treasury shares pursuant to the provisions of the articles of incorporation based on Companies Act, Article 165, Paragraph 2) / Notice concerning the absorption-type merger of our subsidiary, 株式会社ADX Consulting / Notice concerning the absorption-type company split of our subsidiary, Airitech株式会社, and the absorption-type merger between consolidated subsidiaries (surviving company: 株式会社シムテック) / (Discontinuation and change of disclosed matters) Notice concerning the discontinuation of the establishment of a subsidiary and the change in the absorption-type merger structure involving our subsidiary (dates Not disclosed in all cases) |
| Future plans | The split is scheduled to become effective on 1 September 2026. If the necessary procedures cannot be completed by the day preceding the effective date, the effective date may be changed following discussions between Parties A and B. Any changes after the start date of the prior disclosure period will be disclosed immediately. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.As this is an absorption-type company split between a wholly owned parent company and its wholly owned subsidiary, no consideration whatsoever, including an allocation of shares, will be delivered. The purpose is to transfer the rights and obligations relating to the administrative division to SHIFT.
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