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M&A and Subsidiary Changes415AGMO TECH Holdings,Inc.Information and Communications, Services and Others

Notice Regarding a Merger Between Wholly Owned Subsidiaries

GMO TECH and GMOトライハッチ, both wholly owned subsidiaries of the Company, will merge, with GMO TECH as the surviving company and GMOトライハッチ as the absorbed company. The reorganization will consolidate the management resources related to the MEO services into GMO TECH. No new shares or other assets will be allocated.

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This transaction

This merger
CounterpartyGMO TECH Co., Ltd., GMOトライハッチ Co., Ltd.
Disclosing companyGMO TECH Holdings,Inc.
GMOトライハッチ Co., Ltd.Subject of this transactionVoting rights ownership percentage Before GMO TECH: 100%; GMOトライハッチ: 100% (after not disclosed)
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

SaaS business Web marketing business

Location Shinjuku-ku, TokyoShare capital ¥50 millionDate of incorporation 5 January 2018
Consideration and expenses
Acquisition priceNo new shares or other assets will be issued or allocated
Type of ConsiderationNo consideration (no new shares or other assets will be issued or allocated)
Impact on Business Performance

The impact on the Company's consolidated results will be immaterial.

Procedures and assumptions
Management structure after acquisitionCorporate name: GMO TECH Co., Ltd. Address: 26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo. Representative Director and President: Suzuki Ryoichi (鈴木 亮一); Chairman of the Board: Suzuki Akito (鈴木 明人); Executive Vice President and Director: Osawa Kento (大澤 健人); Audit & Supervisory Board Member: Tanaka Makoto (田中 誠) (予定). Employee treatment: not disclosed.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty nameGMO TECH Co., Ltd., GMOトライハッチ Co., Ltd.
Name of the Subject CompanyGMOトライハッチ Co., Ltd.
Business Description of the Subject CompanySaaS business Web marketing business
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company5 January 2018
Acquisition priceNo new shares or other assets will be issued or allocated
Type of ConsiderationNo consideration (no new shares or other assets will be issued or allocated)
Voting rights ownership percentageBefore GMO TECH: 100%; GMOトライハッチ: 100% (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be immaterial.
Date of board resolution15 June 2026
Contract Date24 August 2026 (予定)
Execution Date / Effective Date1 October 2026 (scheduled)
Management structure after acquisitionCorporate name: GMO TECH Co., Ltd. Address: 26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo. Representative Director and President: Suzuki Ryoichi (鈴木 亮一); Chairman of the Board: Suzuki Akito (鈴木 明人); Executive Vice President and Director: Osawa Kento (大澤 健人); Audit & Supervisory Board Member: Tanaka Makoto (田中 誠) (予定). Employee treatment: not disclosed.
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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.

To consolidate the management resources related to the MEO services into GMO TECH, improve the operating efficiency of the Company’s group, and accelerate decision-making regarding the MEO services.

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Notice Regarding a Merger Between Wholly Owned Subsidiaries | GMO TECH Holdings,Inc. (415A) timely disclosure | Komori