Worth reading
76Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
690
¥/shareWording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share exchangeCounterparty (target company)Techno Mathematical Co.,Ltd.
Disclosing companyTechno Mathematical Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development, licensing and sale of software IP, hardware IP and solutions
Location Shinagawa-ku, TokyoShare capital ¥100 million (as of 1 August 2026)Date of incorporation 20 June 2000
Net Sales¥685 million (fiscal year ended March 2026)
Operating profit¥44 million (fiscal year ended March 2026)
Net income for the current fiscal year¥85 million (fiscal year ended March 2026)
Net assets¥1,812 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥690 per Techno Mathematical Co.,Ltd. share
Type of ConsiderationCash
Funding arrangementsThe disclosure states that the necessary funds can be secured through AVAL DATA CORPORATION's group financing (regarding funding after delisting).
Goodwill amountGoodwill or negative goodwill is expected to arise. The amount has not been determined at this time. The amortization period is Not disclosed.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on AVAL DATA CORPORATION's consolidated results and other effects have not been determined at this time. If matters requiring disclosure arise, including the need to revise the earnings forecast, the company will make a timely disclosure.
Procedures and assumptions
Valuation methodologyMarket price method, discounted cash flow method (DCF method) and comparable company analysis
Independent valuation institutionYAMADA Consulting Group Co.,Ltd., 株式会社赤坂国際会計
Special CommitteeEstablished. The committee consists of 4 members: 1 independent outside director, 2 outside corporate auditors and 1 attorney.
Conditions Precedent to ExecutionTechno Mathematical Co.,Ltd. must obtain approval for this share exchange agreement at the extraordinary general meeting of shareholders scheduled for 12 November 2026. For AVAL DATA CORPORATION, shareholder approval is not required because the transaction is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act.
Management structure after acquisitionAVAL DATA CORPORATION will become the wholly owning parent company in the share exchange, and its representative director and president will be Iwamoto Naoki (岩本 直樹). Techno Mathematical Co.,Ltd. is expected to become a wholly owned subsidiary of AVAL DATA CORPORATION. Changes to the target company's corporate name and employee treatment are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This share exchange |
| Counterparty name | Techno Mathematical Co.,Ltd. |
| Name of the Subject Company | Techno Mathematical Co.,Ltd. |
| Business Description of the Subject Company | Development, licensing and sale of software IP, hardware IP and solutions |
| Location of the Subject Company | Shinagawa-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million (as of 1 August 2026) |
| Date of Establishment of the Subject Company | 20 June 2000 |
| Net Sales of the Subject Company | ¥685 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥44 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥85 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥1,812 million (fiscal year ended March 2026) |
| Acquisition price | ¥690 per Techno Mathematical Co.,Ltd. share |
| Type of Consideration | Cash |
| Number of shares acquired | All issued shares of Techno Mathematical Co.,Ltd. (2,593,100 shares as of 30 June 2026; 312 treasury shares are scheduled to be cancelled immediately before the reference time) |
| Funding arrangements | The disclosure states that the necessary funds can be secured through AVAL DATA CORPORATION's group financing (regarding funding after delisting). |
| Goodwill amount | Goodwill or negative goodwill is expected to arise. The amount has not been determined at this time. The amortization period is Not disclosed. |
| Impact on Business Performance | The impact on AVAL DATA CORPORATION's consolidated results and other effects have not been determined at this time. If matters requiring disclosure arise, including the need to revise the earnings forecast, the company will make a timely disclosure. |
| Date of board resolution | 11 September 2026 |
| Contract Date | 11 September 2026 |
| Execution Date / Effective Date | 3 December 2026 (scheduled) |
| Valuation methodology | Market price method, discounted cash flow method (DCF method) and comparable company analysis |
| Independent valuation institution | YAMADA Consulting Group Co.,Ltd., 株式会社赤坂国際会計 |
| Special Committee | Established. The committee consists of 4 members: 1 independent outside director, 2 outside corporate auditors and 1 attorney. |
| Conditions Precedent to Execution | Techno Mathematical Co.,Ltd. must obtain approval for this share exchange agreement at the extraordinary general meeting of shareholders scheduled for 12 November 2026. For AVAL DATA CORPORATION, shareholder approval is not required because the transaction is a simplified share exchange under Article 796, Paragraph 2 of the Companies Act. |
| Management structure after acquisition | AVAL DATA CORPORATION will become the wholly owning parent company in the share exchange, and its representative director and president will be Iwamoto Naoki (岩本 直樹). Techno Mathematical Co.,Ltd. is expected to become a wholly owned subsidiary of AVAL DATA CORPORATION. Changes to the target company's corporate name and employee treatment are Not disclosed. |
Items this document does not state (7)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageAmount of extraordinary income (loss)
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 Techno Mathematical Co.,Ltd. was considering its capital policy after becoming difficult to meet the listing maintenance criteria, AVAL DATA CORPORATION determined that the two companies' hardware technologies, image-processing and compression algorithms, software technologies and customer bases were highly complementary. By making Techno Mathematical Co.,Ltd. a wholly owned subsidiary, the companies aim to advance research and development, product strategy, the sharing of technical and customer information, sales activities and the use of management resources in an integrated and agile manner, while expanding the development of new products and solutions and the licensing business.
How to read this page
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