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How definitive the wording is.Decision and Details
An absorption-type merger in which 株式会社SHIFT is the surviving company and DICO株式会社 is the absorbed company
Decision1 September 2026 (date of execution of the absorption-type merger agreement)
Period CoveredOn or after 1 December 2026
Implementation1 December 2026 (scheduled effective date; subject to change if the necessary procedures are not completed)
Going forwardThe merger is scheduled to take effect on 1 December 2026. Both companies will make the necessary corporate decisions by the day before the effective date. Any changes will be disclosed immediately.
AmountMerger consideration: none; increase in capital and capital reserves: none; DICO revenue for the fiscal year ended August 2025: ¥712 million; operating profit: ¥16 million; net loss: ¥26 million; total assets: ¥524.859 million; net assets: ¥450.182 million
Quantity / scaleDICO shares issued: 100; DICO employees: 80; SHIFT voting rights ratio: 100.0%
Reason
No merger consideration will be delivered because DICO is a wholly owned subsidiary of SHIFT. SHIFT will succeed to all of DICO's rights and obligations.
Impact on Business Performance
The amount of the impact on financial results from this absorption-type merger has not been disclosed. The Company has determined that there is no issue with the prospects for performance of either company's obligations.
| Item | Details |
|---|---|
| Matter Covered | An absorption-type merger in which 株式会社SHIFT is the surviving company and DICO株式会社 is the absorbed company |
| Decision Date | 1 September 2026 (date of execution of the absorption-type merger agreement) |
| Implementation Date | 1 December 2026 (scheduled effective date; subject to change if the necessary procedures are not completed) |
| Period Covered | On or after 1 December 2026 |
| Amount | Merger consideration: none; increase in capital and capital reserves: none; DICO revenue for the fiscal year ended August 2025: ¥712 million; operating profit: ¥16 million; net loss: ¥26 million; total assets: ¥524.859 million; net assets: ¥450.182 million |
| Quantity / scale | DICO shares issued: 100; DICO employees: 80; SHIFT voting rights ratio: 100.0% |
| Impact on Business Performance | The amount of the impact on financial results from this absorption-type merger has not been disclosed. The Company has determined that there is no issue with the prospects for performance of either company's obligations. |
| Reason | No merger consideration will be delivered because DICO is a wholly owned subsidiary of SHIFT. SHIFT will succeed to all of DICO's rights and obligations. |
| Governing Rule | Companies Act, Article 794, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 191; Companies Act, Article 796, Paragraph 2; Companies Act, Article 749, Paragraph 1; Companies Act, Article 799, Paragraph 1; Companies Act, Article 165, Paragraph 2; Companies Act, Article 381, Paragraph 1; Financial Instruments and Exchange Act |
| Related previous disclosures | Notice concerning the absorption-type merger of a subsidiary; Notice concerning the determination of matters relating to the acquisition of treasury shares (acquisition of treasury shares based on the provisions of the Articles of Incorporation pursuant to Article 165, Paragraph 2 of the Companies Act); Notice concerning the absorption-type merger of a subsidiary (株式会社ADX Consulting); Notice concerning the demerger by absorption of a 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 changes to the absorption-type merger structure for a subsidiary; Notice concerning the establishment of a specified subsidiary (株式会社SHIFT HAP); Notice concerning the basic agreement to establish an investment limited partnership (second-tier subsidiary) through a joint investment totaling ¥15 billion with TOKYO GAS CO.,LTD.; Notice concerning the transfer of an equity interest in a consolidated subsidiary (change involving a second-tier subsidiary) |
| Future plans | The merger is scheduled to take effect on 1 December 2026. Both companies will make the necessary corporate decisions by the day before the effective date. Any changes will be disclosed immediately. |
Items this document does not state (1)
Decision-Making Body
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 DICO is a wholly owned subsidiary of SHIFT, no merger consideration will be delivered. The Company has determined that there are no circumstances that would impede the performance of either company's obligations after the effective date and that there is no issue with the prospects for performance of those obligations.
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