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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社ヒューマンインタラクティブテクノロジー
Disclosing companyCOMTURE CORPORATION
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
Infrastructure network construction, and systems and application development
Location Shinjuku-ku, TokyoShare capital ¥10 millionDate of incorporation 27 August 1988
Net Sales¥1,008 million (fiscal year ended March 2025)
Operating profit¥98 million (fiscal year ended March 2025)
Net income for the current fiscal year¥82 million (fiscal year ended March 2025)
Net assets¥575 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNo consideration will be paid
Type of ConsiderationNo consideration (no shares will be issued, no increase in capital, no merger consideration payment, and no other consideration will be provided)
Merger ratio/share exchange ratioNot applicable (the company owns all shares of HIT and no consideration will be paid)
Impact on Business Performance
The impact on the company's consolidated financial results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger and short-form merger, the merger will be carried out without obtaining approval resolutions at the respective shareholders' meetings.
Management structure after acquisitionThere will be no changes to the company's corporate name, location, titles and names of its representative officers, business activities, capital or fiscal year-end as a result of this merger. HIT will be dissolved. Employee treatment: Not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社ヒューマンインタラクティブテクノロジー |
| Name of the Subject Company | 株式会社ヒューマンインタラクティブテクノロジー |
| Business Description of the Subject Company | Infrastructure network construction, and systems and application development |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 27 August 1988 |
| Net Sales of the Subject Company | ¥1,008 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥98 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥82 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥575 million (fiscal year ended March 2025) |
| Acquisition price | No consideration will be paid |
| Type of Consideration | No consideration (no shares will be issued, no increase in capital, no merger consideration payment, and no other consideration will be provided) |
| Merger ratio/share exchange ratio | Not applicable (the company owns all shares of HIT and no consideration will be paid) |
| Number of shares acquired | Not applicable (COMTURE CORPORATION owns all shares of HIT) |
| Voting rights ownership percentage | Before 100.00% (as of 31 March 2025) (after not disclosed) |
| Impact on Business Performance | The impact on the company's consolidated financial results will be immaterial. |
| Date of board resolution | 18 March 2026 |
| Contract Date | 18 March 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | As this is a simplified merger and short-form merger, the merger will be carried out without obtaining approval resolutions at the respective shareholders' meetings. |
| Management structure after acquisition | There will be no changes to the company's corporate name, location, titles and names of its representative officers, business activities, capital or fiscal year-end as a result of this merger. HIT will be dissolved. Employee treatment: Not disclosed |
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.The merger is intended to further deepen collaboration in businesses, human resources and expertise, and to integrate business strategies and management resources in order to accelerate decision-making and improve operational efficiency. The company aims to enhance its competitiveness and earnings power by strengthening its ability to provide total solutions for Microsoft and jointly advancing the AI field as a growth area across the group.
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