Worth reading
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How definitive the wording is.This transaction
The mergerCounterparty (target company)株式会社コムソフト
Disclosing companyNeeds Well Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Systems development, including web-related systems, client-server systems and database construction
Location Chiyoda-ku, TokyoShare capital ¥20 millionDate of incorporation March 1988
Net Sales¥365 million (fiscal year ended September 2026, standalone)
Operating profit¥17 million (fiscal year ended September 2026, standalone)
Net income for the current fiscal year¥12 million (fiscal year ended September 2026, standalone)
Net assets¥48 million (fiscal year ended September 2026, standalone)
Consideration and expenses
Acquisition priceNot applicable (no shares or other consideration will be delivered)
Type of ConsiderationNo consideration (no shares or other consideration will be delivered)
Impact on Business Performance
As this is a merger with a wholly owned subsidiary, the impact on the Company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be carried out without a resolution at a shareholders' meeting to approve the absorption-type merger agreement (a simplified merger for the Company and a short-form merger for コムソフト).
Management structure after acquisitionThe Company's name, location, representative's title and name, business activities, stated capital and fiscal year-end will remain unchanged. コムソフト will be the dissolving company.
| Item | Details |
|---|---|
| Transaction name | The merger |
| Counterparty name | 株式会社コムソフト |
| Name of the Subject Company | 株式会社コムソフト |
| Business Description of the Subject Company | Systems development, including web-related systems, client-server systems and database construction |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥20 million |
| Date of Establishment of the Subject Company | March 1988 |
| Net Sales of the Subject Company | ¥365 million (fiscal year ended September 2026, standalone) |
| Operating Profit of the Subject Company | ¥17 million (fiscal year ended September 2026, standalone) |
| Net Income of the Subject Company | ¥12 million (fiscal year ended September 2026, standalone) |
| Net Assets of the Subject Company | ¥48 million (fiscal year ended September 2026, standalone) |
| Acquisition price | Not applicable (no shares or other consideration will be delivered) |
| Type of Consideration | No consideration (no shares or other consideration will be delivered) |
| Voting rights ownership percentage | Before 100% (held by Needs Well Inc.) → after Not applicable (株式会社コムソフト will be dissolved as a result of the merger) |
| Impact on Business Performance | As this is a merger with a wholly owned subsidiary, the impact on the Company's consolidated results will be immaterial. |
| Date of board resolution | 11 November 2026 |
| Contract Date | 11 November 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | The merger will be carried out without a resolution at a shareholders' meeting to approve the absorption-type merger agreement (a simplified merger for the Company and a short-form merger for コムソフト). |
| Management structure after acquisition | The Company's name, location, representative's title and name, business activities, stated capital and fiscal year-end will remain unchanged. コムソフト will be the dissolving company. |
Items this document does not state (12)
Expenses 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 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 Company explained that the merger is intended to strengthen competitiveness in the AI era and optimize group management by integrating the two companies' engineering talent, technical expertise and customer bases, and operating their sales and development functions as an integrated organization. The Company also aims to generate funds for growth investments through more efficient administrative costs and optimized organizational operations, while strengthening AI-related solutions and high-value-added services.
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