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How definitive the wording is.This transaction
This incorporation-type company splitCounterparty (target company)株式会社ShuHaRi, 株式会社ハイブリッドワン
Disclosing companyHybrid Technologies Co.,Ltd.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
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
Domestic solutions business, Offshore development business
Location Nakano-ku, TokyoShare capital ¥9.99 million eachDate of incorporation 1 October 2026
Consideration and expenses
Type of ConsiderationShares (each newly established company will issue 999 common shares, all of which will be allotted and delivered to the Company)
Impact on Business Performance
The assets and liabilities to be transferred are immaterial relative to the consolidated total, and their impact on the consolidated financial position is expected to be limited.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified incorporation-type company split, shareholder approval is not required. The amendments to the Articles of Incorporation are conditional on approval at the annual general meeting of shareholders scheduled for 22 December 2026.
Management structure after acquisitionThe Company will be responsible for managing the Group as a holding company, while 株式会社ShuHaRi and 株式会社ハイブリッドワン will be responsible for the domestic solutions business and offshore development business, respectively. The Company will maintain its listing. The newly established companies will assume the employment contracts and other rights and obligations relating to the transferred businesses.
| Item | Details |
|---|---|
| Transaction name | This incorporation-type company split |
| Counterparty name | 株式会社ShuHaRi, 株式会社ハイブリッドワン |
| Name of the Subject Company | 株式会社ShuHaRi, 株式会社ハイブリッドワン |
| Business Description of the Subject Company | Domestic solutions business, Offshore development business |
| Location of the Subject Company | Nakano-ku, Tokyo |
| Capital Stock of the Subject Company | ¥9.99 million each |
| Date of Establishment of the Subject Company | 1 October 2026 |
| Type of Consideration | Shares (each newly established company will issue 999 common shares, all of which will be allotted and delivered to the Company) |
| Number of shares acquired | 999 common shares of each newly established company (number of voting rights: Not disclosed) |
| Voting rights ownership percentage | After 100.0% (before not disclosed) |
| Impact on Business Performance | The assets and liabilities to be transferred are immaterial relative to the consolidated total, and their impact on the consolidated financial position is expected to be limited. |
| Date of board resolution | 14 August 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定). The effective date of the amendments to the Articles of Incorporation is 22 December 2026 (予定) |
| Conditions Precedent to Execution | As this is a simplified incorporation-type company split, shareholder approval is not required. The amendments to the Articles of Incorporation are conditional on approval at the annual general meeting of shareholders scheduled for 22 December 2026. |
| Management structure after acquisition | The Company will be responsible for managing the Group as a holding company, while 株式会社ShuHaRi and 株式会社ハイブリッドワン will be responsible for the domestic solutions business and offshore development business, respectively. The Company will maintain its listing. The newly established companies will assume the employment contracts and other rights and obligations relating to the transferred businesses. |
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 CompanyAcquisition 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)Contract DateValuation 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.As the Company diversified its businesses, the burden of assessing the profitability of each service and establishing governance structures increased. In addition, the Company determined that it needed a structure enabling it to respond quickly to changes in the external environment, including AI-related technologies, and to make decisions based on analysis of market trends and customer demand for each business.
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