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株式会社 common shares (number of shares expected to be issued)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Name of transactionCounterpartyHEROZ, Inc.
Disclosing companyVario Secure 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
Acquisition priceNo cash consideration (2,558,688 HEROZ株式会社 common shares are expected to be issued)
Type of ConsiderationShares (2,558,688 HEROZ株式会社 common shares are expected to be issued)
Merger ratio/share exchange ratioHEROZ株式会社: Vario Secure Inc. = 1:0.99 (HEROZ株式会社 will be the wholly owning parent company in the share exchange, and Vario Secure Inc. will be the wholly owned subsidiary)
Funding arrangementsExpected to be funded through newly issued HEROZ株式会社 common shares
Goodwill amountNot expected to arise (no amortization period stated)
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
At this time, the impact of the business integration 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 CommitteeYes (3 members: outside directors serving as Audit and Supervisory Committee members who are independent of HEROZ株式会社 and the outcome of this share exchange: Hata Keiko (畑敬子), Takahashi Kana (髙橋可奈) and Moriwaki Motoi (森脇基))
Conditions Precedent to ExecutionApproval at Vario Secure Inc.’s annual general meeting of shareholders, and the receipt of approvals and permits from the relevant authorities in Japan and overseas, including the Japan Fair Trade Commission, as required for the business integration
Management structure after acquisitionHEROZ株式会社 plans to maintain its current management structure under Representative Director and CEO Hayashi Takahiro (林隆弘) and remain listed on the Tokyo Stock Exchange Standard Market. Vario Secure Inc. will become a wholly owned subsidiary of HEROZ株式会社, and no disadvantageous changes to employee employment conditions are currently anticipated. Following the effective date, HEROZ株式会社 plans to have its wholly owned subsidiaries succeed to each business and become a holding company responsible for group management, asset management and research and development.
| 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) |
| Acquisition price | No cash consideration (2,558,688 HEROZ株式会社 common shares are expected to be issued) |
| Type of Consideration | Shares (2,558,688 HEROZ株式会社 common shares are expected to be issued) |
| Merger ratio/share exchange ratio | HEROZ株式会社: Vario Secure Inc. = 1:0.99 (HEROZ株式会社 will be the wholly owning parent company in the share exchange, and Vario Secure Inc. will be 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 may be revised in the future) / Voting rights: Not disclosed |
| Voting rights ownership percentage | Before 42.8 → after 100 |
| Funding arrangements | Expected to be funded through newly issued HEROZ株式会社 common shares |
| Goodwill amount | Not expected to arise (no amortization period stated) |
| Impact on Business Performance | At this time, the impact of the business integration 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 | Yes (3 members: outside directors serving as Audit and Supervisory Committee members who are independent of HEROZ株式会社 and the outcome of this share exchange: Hata Keiko (畑敬子), Takahashi Kana (髙橋可奈) and Moriwaki Motoi (森脇基)) |
| Conditions Precedent to Execution | Approval at Vario Secure Inc.’s annual general meeting of shareholders, and the receipt of approvals and permits from the relevant authorities in Japan and overseas, including the Japan Fair Trade Commission, as required for the business integration |
| Management structure after acquisition | HEROZ株式会社 plans to maintain its current management structure under Representative Director and CEO Hayashi Takahiro (林隆弘) and remain listed on the Tokyo Stock Exchange Standard Market. Vario Secure Inc. will become a wholly owned subsidiary of HEROZ株式会社, and no disadvantageous changes to employee employment conditions are currently anticipated. Following the effective date, HEROZ株式会社 plans to have its wholly owned subsidiaries succeed to each business and become a holding company responsible for group management, asset management and research and development. |
Items this document does not state (5)
Expenses 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.To realize synergies by leveraging the two companies’ AI technologies, human resources and customer bases, including sales collaboration with HEROZ ASK, the development of services using AI agents, and cost reductions through shared infrastructure and joint procurement. The transaction will also eliminate conflicts of interest arising from the parent-subsidiary listing structure and enable faster and more efficient group management.
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