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M&A and Subsidiary Changes3804System D Inc.Information and Communications, Services and Others

Notice Regarding the Execution of a Basic Agreement for the Acquisition of the 『fmSMART』 Business

株式会社システム ディ entered into a basic agreement to acquire from 株式会社オーイーシー the business related to the public facility management system “fmSMART.” The parties plan to execute a definitive agreement and complete the transaction on or after 1 August 2026.

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35Immaterial
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Improvement
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Conditional
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This transaction

Acquisition of the “fmSMART” Business
Counterparty (target company)株式会社オーイーシー
Disclosing companySystem D Inc.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

The business related to the public facility management system “fmSMART,” including software, facility management operations and system know-how, and the user base

Location Oita City, Oita PrefectureShare capital ¥100 millionDate of incorporation 23 April 1966
Net assets¥5,191.795 million (as of 31 March 2025)
Consideration and expenses
Goodwill amountAmount: Not disclosed; amortization period: scheduled to be amortized over a certain period in the future
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The impact on the consolidated earnings forecast for the fiscal year ending October 2026 is immaterial.

This transaction
ItemDetails
Transaction nameAcquisition of the “fmSMART” Business
Counterparty name株式会社オーイーシー
Name of the Subject Company株式会社オーイーシー
Business Description of the Subject CompanyThe business related to the public facility management system “fmSMART,” including software, facility management operations and system know-how, and the user base
Location of the Subject CompanyOita City, Oita Prefecture
Capital Stock of the Subject Company¥100 million
Date of Establishment of the Subject Company23 April 1966
Net Assets of the Subject Company¥5,191.795 million (as of 31 March 2025)
Goodwill amountAmount: Not disclosed; amortization period: scheduled to be amortized over a certain period in the future
Impact on Business PerformanceThe impact on the consolidated earnings forecast for the fiscal year ending October 2026 is immaterial.
Contract Date31 July 2026 (予定) (date of execution of the basic agreement: 27 April 2026)
Execution Date / Effective DateOn or after 1 August 2026 (予定) (closing)
Items this document does not state (20)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsAmount of extraordinary income (loss)Date of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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.

The purpose is to expand the public facility management solutions business, centered on public-sector accounting, with expected benefits including a shorter development period, earlier monetization and synergies with the existing public-sector business in the facility management field.

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Notice Regarding the Execution of a Basic Agreement for the Acquisition of the 『fmSMART』 Business | System D Inc. (3804) timely disclosure | Komori