Worth reading
85Important
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
Conditional
How definitive the wording is.Decision and Details
The boards of directors of both companiesShare exchange under which HEROZ will be the wholly owning company and Vario Secure Inc. will be the wholly owned company
Decision14 April 2026
Period CoveredFrom the effective date of 30 June 2026 onward
Implementation30 June 2026 (scheduled; effective date of the share exchange)
Going forwardApproval at the Vario Secure Inc. shareholders meeting; 25 June 2026 (scheduled), final trading date; 26 June 2026 (scheduled), delisting; 30 June 2026 (scheduled), effective date of the share exchange. Cancellation of treasury shares and stock acquisition rights is scheduled.
AmountTransfer price: ¥424.60 million (HEROZ's transfer of shares in ストラテジット)
Quantity / scaleShare exchange ratio: 0.99 HEROZ common shares for each Vario Secure Inc. common share; 2,558,688 shares to be delivered (scheduled); 1,934,000 Vario Secure Inc. shares held by HEROZ; 4,427 treasury shares held by Vario Secure Inc.
Reason
Based on the valuation report and fairness opinion, advice from legal counsel, the special committee's opinion, due diligence and other considerations, both companies determined that the share exchange ratio was appropriate and would not prejudice shareholder interests.
Impact on Business Performance
The share exchange itself is not an assumption underlying either company's financial forecasts. The disclosure states that the companies are expected to benefit from synergies.
| Item | Details |
|---|---|
| Matter Covered | Share exchange under which HEROZ will be the wholly owning company and Vario Secure Inc. will be the wholly owned company |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 14 April 2026 |
| Implementation Date | 30 June 2026 (scheduled; effective date of the share exchange) |
| Period Covered | From the effective date of 30 June 2026 onward |
| Amount | Transfer price: ¥424.604 million (HEROZ's transfer of shares in ストラテジット) |
| Quantity / scale | Share exchange ratio: 0.99 HEROZ common shares for each Vario Secure Inc. common share; 2,558,688 shares to be delivered (scheduled); 1,934,000 Vario Secure Inc. shares held by HEROZ; 4,427 treasury shares held by Vario Secure Inc. |
| Impact on Business Performance | The share exchange itself is not an assumption underlying either company's financial forecasts. The disclosure states that the companies are expected to benefit from synergies. |
| Reason | Based on the valuation report and fairness opinion, advice from legal counsel, the special committee's opinion, due diligence and other considerations, both companies determined that the share exchange ratio was appropriate and would not prejudice shareholder interests. |
| Governing Rule | Article 782, paragraph 1 of the Companies Act; Article 184 of the Ordinance for Enforcement of the Companies Act; Article 768, paragraph 1, item 2(a) of the Companies Act; Article 789, paragraph 1, item 3 of the Companies Act; and Article 39 of the Ordinance on Company Accounting |
| Related previous disclosures | The 14 April 2026 announcement entitled “Notice Regarding the Management Integration of HEROZ株式会社 and Vario Secure Inc.” and the “Opinion” dated the same day |
| Future plans | Approval at the Vario Secure Inc. shareholders meeting; 25 June 2026 (scheduled), final trading date; 26 June 2026 (scheduled), delisting; 30 June 2026 (scheduled), effective date of the share exchange. Cancellation of treasury shares and stock acquisition rights is scheduled. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The companies explained that, taking into account synergies in their AI and security businesses, their financial and asset positions, future prospects and fair procedures, they determined that the management integration and share exchange ratio were appropriate.
How to read this page
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.