Worth reading
66In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
2558688
Shares (to be issued)Wording
Conditional
How definitive the wording is.This transaction
Name of transactionCounterparty (target company)Vario Secure Inc.
Disclosing companyHEROZ,Inc.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Managed security services (provision of operations and management services); integration services (sale of products and licensed software)
Location Chiyoda-ku, TokyoShare capital ¥751.798 million
Net Sales¥2,667.539 million (fiscal year ended February 2025)
Operating profit¥217.167 million (fiscal year ended February 2025)
Net income for the current fiscal year¥72.049 million (fiscal year ended February 2025)
Net assets¥3,817.130 million (fiscal year ended February 2025)
Consideration and expenses
Type of ConsiderationShares (0.99 shares of HEROZ株式会社 common stock for each share of Vario Secure Inc. common stock)
Merger ratio/share exchange ratio1:0.99 (0.99 shares of HEROZ株式会社 common stock for each share of Vario Secure Inc. common stock; HEROZ株式会社 will be the wholly owning parent company and Vario Secure Inc. will be the wholly owned subsidiary)
Funding arrangementsNewly issued shares of HEROZ株式会社 common stock are expected to be used.
Goodwill amount¥2,970.581 million (amortized evenly over the estimated period during which the investment benefits will be realized)
Goodwill is the amount paid in excess of the acquired company's net assets.Procedures and assumptions
Valuation methodologyMarket price method and discounted cash flow 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 comprises members independent of the controlling shareholder, HEROZ株式会社, and of the outcome of this share exchange. Details of the number of members and their attributes: Not disclosed
Conditions Precedent to ExecutionApproval at the Vario Secure Inc. shareholders meeting, approval at the HEROZ株式会社 shareholders meeting if required, and approvals and other actions by relevant government authorities under domestic and overseas laws and regulations
| Item | Details |
|---|---|
| Transaction name | Name of transaction |
| Counterparty name | Vario Secure Inc. |
| Name of the Subject Company | Vario Secure Inc. |
| Business Description of the Subject Company | Managed security services (provision of operations and management services); integration services (sale of products and licensed software) |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥751.798 million |
| Net Sales of the Subject Company | ¥2,667.539 million (fiscal year ended February 2025) |
| Operating Profit of the Subject Company | ¥217.167 million (fiscal year ended February 2025) |
| Net Income of the Subject Company | ¥72.049 million (fiscal year ended February 2025) |
| Net Assets of the Subject Company | ¥3,817.130 million (fiscal year ended February 2025) |
| Type of Consideration | Shares (0.99 shares of HEROZ株式会社 common stock for each share of Vario Secure Inc. common stock) |
| Merger ratio/share exchange ratio | 1:0.99 (0.99 shares of HEROZ株式会社 common stock for each share of Vario Secure Inc. common stock; HEROZ株式会社 will be the wholly owning parent company and Vario Secure Inc. will be the wholly owned subsidiary) |
| Number of shares acquired | 2,558,688 shares expected (number of voting rights: Not disclosed) |
| Funding arrangements | Newly issued shares of HEROZ株式会社 common stock are expected to be used. |
| Goodwill amount | ¥2,970.581 million (amortized evenly over the estimated period during which the investment benefits will be realized) |
| Contract Date | 14 April 2026 |
| Execution Date / Effective Date | 30 June 2026 (effective date; subject to change if necessary) |
| Valuation methodology | Market price method and discounted cash flow 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 comprises members independent of the controlling shareholder, HEROZ株式会社, and of the outcome of this share exchange. Details of the number of members and their attributes: Not disclosed |
| Conditions Precedent to Execution | Approval at the Vario Secure Inc. shareholders meeting, approval at the HEROZ株式会社 shareholders meeting if required, and approvals and other actions by relevant government authorities under domestic and overseas laws and regulations |
Items this document does not state (11)
Date of Establishment of the Subject CompanyAcquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionManagement structure after acquisition
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 two companies have determined that the share exchange is appropriate and will benefit their respective shareholders, after comprehensively considering the results of the share exchange ratio calculations, the synergies expected from the integration of the two companies, the results of due diligence, and their financial and asset positions and future outlooks.
How to read this page
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