Decision and Details
The boards of directors of both companiesAbsorption-type merger with BBD Initiative Co., Ltd.
To obtain synergies including the creation of new value through the integration of technologies and products, business expansion through the integration of human resources, and the strengthening of the financial base. It would be difficult to achieve synergies of a similar magnitude under the current capital and business alliance.
The disclosure states that, following the merger, the company's assets are expected to substantially exceed its liabilities, and that no situation likely to hinder the performance of its obligations is currently anticipated. The synergies from the merger have not been incorporated into financial forecasts because they are difficult to estimate specifically at this time.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger with BBD Initiative Co., Ltd. |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 26 January 2026 |
| Implementation Date | 1 May 2026 (effective date; completed) |
| Period Covered | From 1 May 2026 onward (after the merger) |
| Quantity / scale | Merger ratio: 0.50 shares of Headwaters common stock for each share of BBD Initiative common stock; 2,260,412 common shares scheduled to be issued; 6,120,221 total shares issued by BBD Initiative; 1,599,100 shares held by the company; 296 treasury shares held by BBD Initiative |
| Impact on Business Performance | The disclosure states that, following the merger, the company's assets are expected to substantially exceed its liabilities, and that no situation likely to hinder the performance of its obligations is currently anticipated. The synergies from the merger have not been incorporated into financial forecasts because they are difficult to estimate specifically at this time. |
| Reason | To obtain synergies including the creation of new value through the integration of technologies and products, business expansion through the integration of human resources, and the strengthening of the financial base. It would be difficult to achieve synergies of a similar magnitude under the current capital and business alliance. |
| Governing Rule | Article 801, paragraph 1 of the Companies Act; Article 200 of the Ordinance for Enforcement of the Companies Act; Article 794, paragraph 1 of the Companies Act; Article 191 of the Ordinance for Enforcement of the Companies Act; Articles 784-2, 785, 787, 789, 796-2, 797, 799 and 921 of the Companies Act; and Articles 155, paragraph 2 and 161, paragraph 2 of the Act on Book-Entry Transfer of Company Bonds and Shares |
| Related previous disclosures | Absorption-type merger agreement dated 26 January 2026; prior disclosure document relating to the absorption-type merger dated 13 March 2026; and the Official Gazette notice and electronic public notice dated 27 March 2026 |
| Future plans | The company plans to register the change under Article 921 of the Companies Act on 14 May 2026. |
Items this document does not state (1)
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 companies cited the expected synergies, including the creation of new value through the integration of their technologies and products, business expansion through the integration of human resources, and the strengthening of their financial base. They also stated that it would be difficult to achieve synergies of a similar magnitude under the current capital and business alliance.