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How definitive the wording is.This transaction
This mergerCounterparty (target company)イメージ情報システム株式会社
Disclosing companyImage Information Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
System development, system operation and maintenance, and BPO services
Location Chiyoda-ku, TokyoShare capital ¥70 millionDate of incorporation 2 October 2017
Net Sales¥511 million (most recent fiscal year; fiscal year-end: 31 March)
Operating profit-¥36 million (most recent fiscal year; fiscal year-end: 31 March)
Net income for the current fiscal year-¥57 million (most recent fiscal year; fiscal year-end: 31 March)
Net assets-¥53 million (most recent fiscal year; fiscal year-end: 31 March)
Consideration and expenses
Acquisition priceMerger without consideration (no shares or other consideration will be delivered)
Type of ConsiderationNo consideration (no cash, shares or other consideration)
Amount of extraordinary income (loss)Although the disclosure states that a provision for business loss will be recorded, the amount and quarter of recognition as extraordinary income or loss are Not disclosed
Impact on Business Performance
The merger will have no impact on the consolidated earnings forecast for the full fiscal year ending March 2027.
Procedures and assumptions
Conditions Precedent to ExecutionBefore the merger becomes effective, the Company must record a provision for business loss for IIS and eliminate IIS's excess liabilities over assets.
Management structure after acquisitionThere will be no changes to the surviving company's corporate name, head office location, representative, business activities, capital or fiscal year-end after the merger. The treatment of employees is Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | イメージ情報システム株式会社 |
| Name of the Subject Company | イメージ情報システム株式会社 |
| Business Description of the Subject Company | System development, system operation and maintenance, and BPO services |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥70 million |
| Date of Establishment of the Subject Company | 2 October 2017 |
| Net Sales of the Subject Company | ¥511 million (most recent fiscal year; fiscal year-end: 31 March) |
| Operating Profit of the Subject Company | -¥36 million (most recent fiscal year; fiscal year-end: 31 March) |
| Net Income of the Subject Company | -¥57 million (most recent fiscal year; fiscal year-end: 31 March) |
| Net Assets of the Subject Company | -¥53 million (most recent fiscal year; fiscal year-end: 31 March) |
| Acquisition price | Merger without consideration (no shares or other consideration will be delivered) |
| Type of Consideration | No consideration (no cash, shares or other consideration) |
| Voting rights ownership percentage | Before 100% → after Not applicable (IIS will be the absorbed company) |
| Amount of extraordinary income (loss) | Although the disclosure states that a provision for business loss will be recorded, the amount and quarter of recognition as extraordinary income or loss are Not disclosed |
| Impact on Business Performance | The merger will have no impact on the consolidated earnings forecast for the full fiscal year ending March 2027. |
| Date of board resolution | 14 May 2026 |
| Contract Date | 14 May 2026 |
| Execution Date / Effective Date | 1 July 2026 (scheduled) |
| Conditions Precedent to Execution | Before the merger becomes effective, the Company must record a provision for business loss for IIS and eliminate IIS's excess liabilities over assets. |
| Management structure after acquisition | There will be no changes to the surviving company's corporate name, head office location, representative, business activities, capital or fiscal year-end after the merger. The treatment of employees is Not disclosed. |
Items this document does not state (11)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountValuation 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 eliminate the management costs and duplication of administrative functions, including contracting, accounting and human resources, arising from the two-company structure, thereby accelerating decision-making, reducing indirect costs and optimizing the allocation of resources within the group. In addition, to eliminate IIS's excess liabilities over assets and enable the procedures for a simplified merger.
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