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M&A and Subsidiary Changes4450Power Solutions,Ltd.Information and Communications, Services and Others

Notice Concerning the Merger Between Consolidated Subsidiaries

株式会社エグゼクション, a wholly owned subsidiary of the Company, and 株式会社八興システムズ will merge, with 株式会社エグゼクション as the surviving company and 株式会社八興システムズ as the dissolving company. The surviving company's corporate name, business activities and other details will remain unchanged after the merger.

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This transaction

This merger
Counterparty (target company)株式会社エグゼクション, 株式会社八興システムズ
Disclosing companyPower Solutions,Ltd.
Subject of this transactionVoting rights ownership percentage Before 100% (both companies) (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Systems engineering services, Systems design and development, IT infrastructure construction, operation and maintenance, and technical support

Location Minato-ku, Tokyo, Minato-ku, TokyoShare capital ¥80 million (株式会社エグゼクション), ¥10 million (株式会社八興システムズ)
Consideration and expenses
Acquisition priceNot applicable (no new shares will be issued and no cash or other consideration will be paid in connection with the merger)
Type of ConsiderationNone (no new shares will be issued and no cash or other consideration will be paid in connection with the merger)
Merger ratio/share exchange ratioNot applicable (no new shares will be issued and no cash or other consideration will be paid in connection with the merger)
Impact on Business Performance

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

Procedures and assumptions
Management structure after acquisitionThe surviving company's corporate name, location, representative, business activities, capital and fiscal year-end will remain unchanged as a result of the merger.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社エグゼクション, 株式会社八興システムズ
Name of the Subject Company株式会社エグゼクション, 株式会社八興システムズ
Business Description of the Subject CompanySystems engineering services, Systems design and development, IT infrastructure construction, operation and maintenance, and technical support
Location of the Subject CompanyMinato-ku, Tokyo, Minato-ku, Tokyo
Capital Stock of the Subject Company¥80 million (株式会社エグゼクション), ¥10 million (株式会社八興システムズ)
Acquisition priceNot applicable (no new shares will be issued and no cash or other consideration will be paid in connection with the merger)
Type of ConsiderationNone (no new shares will be issued and no cash or other consideration will be paid in connection with the merger)
Merger ratio/share exchange ratioNot applicable (no new shares will be issued and no cash or other consideration will be paid in connection with the merger)
Voting rights ownership percentageBefore 100% (both companies) (after not disclosed)
Impact on Business PerformanceThe impact on the Company's consolidated results will be minor.
Date of board resolution19 October 2026
Contract DateNovember 2026 (scheduled)
Execution Date / Effective Date1 January 2027 (scheduled)
Management structure after acquisitionThe surviving company's corporate name, location, representative, business activities, capital and fiscal year-end will remain unchanged as a result of the merger.
Items this document does not state (17)
Date of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceTender 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.

The merger is intended to consolidate the two companies' management resources, improve operational efficiency and strengthen the Group's competitiveness.

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Notice Concerning the Merger Between Consolidated Subsidiaries | Power Solutions,Ltd. (4450) timely disclosure | Komori