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How definitive the wording is.This transaction
This mergerCounterparty株式会社総合システムリサーチ, 株式会社サンライジングコーポレーション
Disclosing companySYS Holdings Co.,Ltd.
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
Development, sale and operation of computer software
Location Higashi-ku, NagoyaShare capital ¥25 millionDate of incorporation 7 October 1999
Net Sales¥204.734 million (fiscal year ended September 2025)
Operating profit-¥7.548 million (fiscal year ended September 2025)
Net income for the current fiscal year-¥8.350 million (fiscal year ended September 2025)
Net assets¥33.713 million (fiscal year ended September 2025)
Consideration and expenses
Type of ConsiderationNo consideration (no shares or cash, or other consideration, will be issued or allocated)
Impact on Business Performance
The impact on our consolidated results will be immaterial
Procedures and assumptions
Conditions Precedent to ExecutionApproval by an extraordinary general meeting of shareholders of the parties to the merger (scheduled for 22 July 2026)
Management structure after acquisitionThe surviving company will assume the business of the absorbed company. There will be no changes to the surviving company's name, location, representative's title or name, capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社総合システムリサーチ, 株式会社サンライジングコーポレーション |
| Name of the Subject Company | 株式会社サンライジングコーポレーション |
| Business Description of the Subject Company | Development, sale and operation of computer software |
| Location of the Subject Company | Higashi-ku, Nagoya |
| Capital Stock of the Subject Company | ¥25 million |
| Date of Establishment of the Subject Company | 7 October 1999 |
| Net Sales of the Subject Company | ¥204.734 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | -¥7.548 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | -¥8.350 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | ¥33.713 million (fiscal year ended September 2025) |
| Type of Consideration | No consideration (no shares or cash, or other consideration, will be issued or allocated) |
| Number of shares acquired | None acquired (no shares or cash, or other consideration, will be issued or allocated in the merger) |
| Voting rights ownership percentage | Before The Company: 100% (both companies) (after not disclosed) |
| Impact on Business Performance | The impact on our consolidated results will be immaterial |
| Date of board resolution | 17 July 2026 |
| Contract Date | 22 July 2026 (scheduled) |
| Execution Date / Effective Date | 1 September 2026 (予定) |
| Conditions Precedent to Execution | Approval by an extraordinary general meeting of shareholders of the parties to the merger (scheduled for 22 July 2026) |
| Management structure after acquisition | The surviving company will assume the business of the absorbed company. There will be no changes to the surviving company's name, location, representative's title or name, capital or fiscal year-end. |
Items this document does not state (12)
Acquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender 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 concentrate and use management resources more effectively and improve the profitability of the Group as a whole.
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