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How definitive the wording is.This transaction
This mergerCounterparty (target company)ＰＣＩソリューションズ株式会社
Disclosing companyPCI Solutions Inc.
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
Consulting, planning, development, instruction, sales and maintenance of computer software and services
Location Minato-ku, TokyoShare capital ¥360 millionDate of incorporation 19 September 2012
Net Sales¥14,146 million (fiscal year ended March 2026)
Operating profit¥1,243 million (fiscal year ended March 2026)
Net income for the current fiscal year¥923 million (fiscal year ended March 2026)
Net assets¥2,933 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition priceNo shares or other monetary consideration will be allotted.
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted)
Merger ratio/share exchange ratioNot applicable (no shares or other monetary consideration will be allotted)
Impact on Business Performance
The impact on our consolidated results will be immaterial
Procedures and assumptions
Conditions Precedent to ExecutionShareholder approval of the merger agreement by the surviving company and the dissolved company is not required (simplified merger and short-form merger).
Management structure after acquisitionThe corporate name and business activities are expected to change. The location, stated capital and fiscal year-end will remain unchanged. Subject to approval of the proposal to elect directors at the annual general meeting of shareholders scheduled for 23 June 2026, Watanabe Atsushi (渡辺篤史) is expected to be appointed representative director and president. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | ＰＣＩソリューションズ株式会社 |
| Name of the Subject Company | ＰＣＩソリューションズ株式会社 |
| Business Description of the Subject Company | Consulting, planning, development, instruction, sales and maintenance of computer software and services |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥360 million |
| Date of Establishment of the Subject Company | 19 September 2012 |
| Net Sales of the Subject Company | ¥14,146 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥1,243 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥923 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥2,933 million (fiscal year ended March 2026) |
| Acquisition price | No shares or other monetary consideration will be allotted. |
| Type of Consideration | No consideration (no shares or other monetary consideration will be allotted) |
| Merger ratio/share exchange ratio | Not applicable (no shares or other monetary consideration will be allotted) |
| Voting rights ownership percentage | Before 100％ (after not disclosed) |
| Impact on Business Performance | The impact on our consolidated results will be immaterial |
| Date of board resolution | 20 May 2026 |
| Contract Date | 30 June 2026 (予定) |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | Shareholder approval of the merger agreement by the surviving company and the dissolved company is not required (simplified merger and short-form merger). |
| Management structure after acquisition | The corporate name and business activities are expected to change. The location, stated capital and fiscal year-end will remain unchanged. Subject to approval of the proposal to elect directors at the annual general meeting of shareholders scheduled for 23 June 2026, Watanabe Atsushi (渡辺篤史) is expected to be appointed representative director and president. Employee treatment: not disclosed |
Items this document does not state (11)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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.In light of changes in the Group's structure, the Company aims to improve the visibility of its business structure and make more effective use of management resources. By becoming an operating holding company, it plans to accelerate decision-making, improve management efficiency, accelerate investment in human capital, including engineers, strengthen its development structure, and provide high-value-added services.
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