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M&A and Subsidiary Changes4494Vario Secure Inc.Information and Communications, Services and Others

Notice Regarding Approval of the Share Exchange Agreement at the Ordinary General Meeting of Shareholders

At the annual general meeting of shareholders, the share exchange agreement under which HEROZ株式会社 will become the wholly owning parent company and the Company will become its wholly owned subsidiary was approved. As a result, the Company's shares are scheduled to be delisted on 26 June 2026, and the share exchange is scheduled to take place on 30 June of the same year.

Worth reading
69In focus
Scored from 2 of 5 sections
Direction
Neutral
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Scale
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Wording
Conditional
How definitive the wording is.

This transaction

Name of transaction
CounterpartyHEROZ, Inc.
Disclosing companyVario Secure Inc.
Vario Secure Inc.Subject of this transaction
Execution Date / Effective Date30 June 2026 (scheduled)
Consideration and expenses
Type of ConsiderationShares
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the share exchange agreement at the annual general meeting of shareholders
Management structure after acquisitionHEROZ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 in the share exchange
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameHEROZ, Inc.
Name of the Subject CompanyVario Secure Inc.
Type of ConsiderationShares
Execution Date / Effective Date30 June 2026 (scheduled)
Conditions Precedent to ExecutionApproval of the share exchange agreement at the annual general meeting of shareholders
Management structure after acquisitionHEROZ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 in the share exchange
Items this document does not state (25)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate 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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial Committee

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.

This disclosure announces the approval of the share exchange agreement and the upcoming schedule; it does not explain the rationale for the transaction. It states that further details are available in the disclosure dated 14 April 2026.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Approval of the Share Exchange Agreement at the Ordinary General Meeting of Shareholders | Vario Secure Inc. (4494) timely disclosure | Komori