Worth reading
80Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
2558688
HEROZ common shares (scheduled)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterpartyHEROZ, Inc.
Disclosing companyHEROZ,Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Security BPO services and integration services
Location Chiyoda-ku, TokyoShare capital ¥751 millionDate of incorporation 17 September 2015
Net Sales¥2,842 million (fiscal year ended February 2026)
Operating profit¥561 million (fiscal year ended February 2026)
Net income for the current fiscal year¥377 million (fiscal year ended February 2026)
Net assets¥6,270 million (fiscal year ended February 2026)
Consideration and expenses
Type of ConsiderationShares (0.99 HEROZ common shares for each Vario Secure Inc. common share)
Merger ratio/share exchange ratio1:0.99 (HEROZ株式会社: Vario Secure Inc.). HEROZ株式会社 will become the wholly owning parent company in the share exchange, and Vario Secure Inc. will become the wholly owned subsidiary.
Funding arrangementsExpected to be funded through newly issued HEROZ株式会社 common shares
Goodwill amountNo goodwill or gain on bargain purchase is expected to arise.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on consolidated full-year results for the fiscal year ending April 2026 is expected to be immaterial.
Procedures and assumptions
Valuation methodologyMarket price method, average market price method and DCF method
Independent valuation institution株式会社プルータス・コンサルティング, マクサス・コーポレートアドバイザリー株式会社
Special CommitteeEstablished. The committee consists of 3 outside directors who are Audit & Supervisory Committee members of Vario Secure Inc.: Hata Keiko (畑敬子), Takahashi Kana (髙橋可奈) and Moriwaki Motoi (森脇基). Takahashi Kana (髙橋可奈) serves as chair.
Conditions Precedent to ExecutionApproval at Vario Secure Inc.'s annual general meeting of shareholders scheduled for 27 May 2026, and the acquisition of the necessary permits and approvals from the relevant authorities in Japan and overseas, including the Japan Fair Trade Commission. HEROZ株式会社 is scheduled not to seek shareholder approval because the transaction will be conducted as a simplified share exchange.
Management structure after acquisitionVario Secure Inc. will become a wholly owned subsidiary of HEROZ株式会社, and Vario Secure Inc. common shares are scheduled to be delisted on 26 June 2026. HEROZ株式会社 will remain listed, and its representative director and CEO will be Hayashi Takahiro (林隆弘). Following the share exchange, HEROZ株式会社 is scheduled to transfer each of its businesses to wholly owned subsidiaries through company splits and become a holding company. No adverse changes to the employment of Vario Secure Inc. employees are currently anticipated.
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | HEROZ, Inc. |
| Name of the Subject Company | Vario Secure Inc. |
| Business Description of the Subject Company | Security BPO services and integration services |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥751 million |
| Date of Establishment of the Subject Company | 17 September 2015 |
| Net Sales of the Subject Company | ¥2,842 million (fiscal year ended February 2026) |
| Operating Profit of the Subject Company | ¥561 million (fiscal year ended February 2026) |
| Net Income of the Subject Company | ¥377 million (fiscal year ended February 2026) |
| Net Assets of the Subject Company | ¥6,270 million (fiscal year ended February 2026) |
| Type of Consideration | Shares (0.99 HEROZ common shares for each Vario Secure Inc. common share) |
| Merger ratio/share exchange ratio | 1:0.99 (HEROZ株式会社: Vario Secure Inc.). HEROZ株式会社 will become the wholly owning parent company in the share exchange, and Vario Secure Inc. will become the wholly owned subsidiary. |
| Number of shares acquired | All Vario Secure Inc. common shares other than those held by HEROZ株式会社 (the number of shares and voting rights is not specified) |
| Voting rights ownership percentage | Before 42.8% → after 100% (wholly owned subsidiary) |
| Funding arrangements | Expected to be funded through newly issued HEROZ株式会社 common shares |
| Goodwill amount | No goodwill or gain on bargain purchase is expected to arise. |
| Impact on Business Performance | The impact on consolidated full-year results for the fiscal year ending April 2026 is expected to be immaterial. |
| Date of board resolution | 14 April 2026 |
| Contract Date | 14 April 2026 |
| Execution Date / Effective Date | 30 June 2026 (scheduled) |
| Valuation methodology | Market price method, average market price method and DCF method |
| Independent valuation institution | 株式会社プルータス・コンサルティング, マクサス・コーポレートアドバイザリー株式会社 |
| Special Committee | Established. The committee consists of 3 outside directors who are Audit & Supervisory Committee members of Vario Secure Inc.: Hata Keiko (畑敬子), Takahashi Kana (髙橋可奈) and Moriwaki Motoi (森脇基). Takahashi Kana (髙橋可奈) serves as chair. |
| Conditions Precedent to Execution | Approval at Vario Secure Inc.'s annual general meeting of shareholders scheduled for 27 May 2026, and the acquisition of the necessary permits and approvals from the relevant authorities in Japan and overseas, including the Japan Fair Trade Commission. HEROZ株式会社 is scheduled not to seek shareholder approval because the transaction will be conducted as a simplified share exchange. |
| Management structure after acquisition | Vario Secure Inc. will become a wholly owned subsidiary of HEROZ株式会社, and Vario Secure Inc. common shares are scheduled to be delisted on 26 June 2026. HEROZ株式会社 will remain listed, and its representative director and CEO will be Hayashi Takahiro (林隆弘). Following the share exchange, HEROZ株式会社 is scheduled to transfer each of its businesses to wholly owned subsidiaries through company splits and become a holding company. No adverse changes to the employment of Vario Secure Inc. employees are currently anticipated. |
Items this document does not state (6)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodAmount of extraordinary income (loss)
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 transaction is intended to eliminate conflicts of interest and inefficient decision-making arising from the parent-subsidiary listing structure, and to generate synergies by combining HEROZ's AI technologies and personnel with Vario Secure Inc.'s security business, including the development of services using AI agents, operational efficiency improvements, and cost reductions through joint procurement and the use of shared infrastructure.
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