Worth reading
36Immaterial
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Neutral
Direction inferred from the company’s description.Scale
—
Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社ウェブテクノロジ
Disclosing companyCRI Middleware Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Licensing and sale of software products and related activities under the “OPTPiX” brand
Location Shibuya, TokyoShare capital ¥10 millionDate of incorporation 13 February 1991
Net Sales¥193.612 million (fiscal year ended August 2020)
Operating profit¥24.502 million (fiscal year ended August 2020)
Net income for the current fiscal year¥16.531 million (fiscal year ended August 2020)
Net assets¥125.084 million (fiscal year ended August 2020)
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be allocated in this merger
Type of ConsiderationNo consideration (no shares, cash or other consideration allocated)
Merger ratio/share exchange ratioNot applicable (no merger ratio disclosed; no shares, cash or other consideration allocated)
Impact on Business Performance
The impact on the Company's consolidated results is immaterial
Procedures and assumptions
Conditions Precedent to ExecutionShareholder approval is not required (the merger will be carried out without obtaining shareholder approval of the absorption-type merger agreement)
Management structure after acquisitionThere will be no changes following this merger to the Company's name, location, title and name of its representative, business description, capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社ウェブテクノロジ |
| Name of the Subject Company | 株式会社ウェブテクノロジ |
| Business Description of the Subject Company | Licensing and sale of software products and related activities under the “OPTPiX” brand |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 13 February 1991 |
| Net Sales of the Subject Company | ¥193.612 million (fiscal year ended August 2020) |
| Operating Profit of the Subject Company | ¥24.502 million (fiscal year ended August 2020) |
| Net Income of the Subject Company | ¥16.531 million (fiscal year ended August 2020) |
| Net Assets of the Subject Company | ¥125.084 million (fiscal year ended August 2020) |
| Acquisition price | No shares, cash or other consideration will be allocated in this merger |
| Type of Consideration | No consideration (no shares, cash or other consideration allocated) |
| Merger ratio/share exchange ratio | Not applicable (no merger ratio disclosed; no shares, cash or other consideration allocated) |
| Number of shares acquired | Not applicable (no shares will be allocated in connection with this merger) |
| Voting rights ownership percentage | Before 100％ (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results is immaterial |
| Date of board resolution | 26 August 2021 |
| Contract Date | 26 August 2021 |
| Execution Date / Effective Date | 1 October 2021 (scheduled) |
| Conditions Precedent to Execution | Shareholder approval is not required (the merger will be carried out without obtaining shareholder approval of the absorption-type merger agreement) |
| Management structure after acquisition | There will be no changes following this merger to the Company's name, location, title and name of its representative, business description, capital or fiscal year-end. |
Items this document does not state (10)
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 Committee
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 strengthen the technology development and sales structures and improve profitability through integrated operations with the Company's business.
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