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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
Type of ConsiderationNo shares or other monetary consideration will be allotted.
Impact on Business Performance
The impact on the Company's consolidated results is expected to be immaterial.
Procedures and assumptions
Management structure after acquisitionThe Company plans to change its corporate name to "PCIソリューションズ株式会社." It will transition from a pure holding company to an operating holding company and conduct an information services business. There will be no changes to its location, the title or name of its representative, capital or fiscal year-end. Treatment of employees: 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) |
| Type of Consideration | 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 the Company's consolidated results is expected to be immaterial. |
| Date of board resolution | 30 June 2026 |
| Contract Date | 30 June 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Management structure after acquisition | The Company plans to change its corporate name to "PCIソリューションズ株式会社." It will transition from a pure holding company to an operating holding company and conduct an information services business. There will be no changes to its location, the title or name of its representative, capital or fiscal year-end. Treatment of employees: not disclosed |
Items this document does not state (14)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 Company will transition from a pure holding company to an operating holding company and conduct PCIソリューションズ株式会社's information services business in addition to its existing group management operations.
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