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Absorption-type merger (simplified merger and short-form merger)Counterparty (target company)株式会社ＥＭテクノロジー研究所, 株式会社グッドサイクルシステム
Disclosing companyEM SYSTEMS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development of systems for medical institutions and nursing care and welfare service providers, Development and sale of systems supporting dispensing pharmacies
Location 1-6-1 Miyahara, Yodogawa-ku, Osaka, 1-10-11 Shiba, Minato-ku, TokyoShare capital ¥5 million, ¥380 millionDate of incorporation 1 July 2020, 24 December 2004
Net Sales¥2,396 million (fiscal year ended December 2025), ¥2,286 million (fiscal year ended December 2025)
Operating profit¥274 million (fiscal year ended December 2025), ¥185 million (fiscal year ended December 2025)
Net income for the current fiscal year¥196 million (fiscal year ended December 2025), ¥162 million (fiscal year ended December 2025)
Net assets¥796 million (fiscal year ended December 2025), ¥358 million (fiscal year ended December 2025)
Consideration and expenses
Type of ConsiderationNot applicable (no allocation in connection with the merger)
Merger ratio/share exchange ratioNot applicable (no allocation in connection with the merger)
Impact on Business Performance
As this is a merger with the Company's wholly owned subsidiaries, the impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this merger qualifies as a simplified merger and short-form merger, it will be carried out without obtaining approval of the merger agreement relating to the merger at a shareholders' meeting of any of the three companies.
Management structure after acquisitionThere will be no changes to the Company's trade name, location, titles and names of its representative, business activities, capital or fiscal year-end following the merger.
| Item | Details |
|---|---|
| Transaction name | Absorption-type merger (simplified merger and short-form merger) |
| Counterparty name | 株式会社ＥＭテクノロジー研究所, 株式会社グッドサイクルシステム |
| Name of the Subject Company | 株式会社ＥＭテクノロジー研究所, 株式会社グッドサイクルシステム |
| Business Description of the Subject Company | Development of systems for medical institutions and nursing care and welfare service providers, Development and sale of systems supporting dispensing pharmacies |
| Location of the Subject Company | 1-6-1 Miyahara, Yodogawa-ku, Osaka, 1-10-11 Shiba, Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥5 million, ¥380 million |
| Date of Establishment of the Subject Company | 1 July 2020, 24 December 2004 |
| Net Sales of the Subject Company | ¥2,396 million (fiscal year ended December 2025), ¥2,286 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥274 million (fiscal year ended December 2025), ¥185 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥196 million (fiscal year ended December 2025), ¥162 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥796 million (fiscal year ended December 2025), ¥358 million (fiscal year ended December 2025) |
| Type of Consideration | Not applicable (no allocation in connection with the merger) |
| Merger ratio/share exchange ratio | Not applicable (no allocation in connection with the merger) |
| Voting rights ownership percentage | Before 100% (株式会社ＥＭテクノロジー研究所), 100% (株式会社グッドサイクルシステム) (after not disclosed) |
| Impact on Business Performance | As this is a merger with the Company's wholly owned subsidiaries, the impact on consolidated results will be immaterial. |
| Date of board resolution | 16 October 2026 |
| Contract Date | 16 October 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | As this merger qualifies as a simplified merger and short-form merger, it will be carried out without obtaining approval of the merger agreement relating to the merger at a shareholders' meeting of any of the three companies. |
| Management structure after acquisition | There will be no changes to the Company's trade name, location, titles and names of its representative, business activities, capital or fiscal year-end following the merger. |
Items this document does not state (12)
Acquisition priceExpenses 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 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.The purpose is to strengthen group integration, accelerate PMI, and establish a structure for executing the growth strategy from the next fiscal year onward. The Company intends to integrate the management resources and platforms of the two companies to expand the business, speed up decision-making, improve operational efficiency, and centralize planning, development, sales and services.
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