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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社大同ＩＴソリューションズ
Disclosing companyDaido Steel Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Contracted planning, design, maintenance and operation of information and communications systems; software development and sales; and other businesses
Location Higashi-ku, NagoyaShare capital ¥45 millionDate of incorporation 3 April 2000
Net Sales¥6,473 million (fiscal year ended March 2025)
Operating profit¥282 million (fiscal year ended March 2025)
Net income for the current fiscal year¥309 million (fiscal year ended March 2025)
Net assets¥935 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot applicable (no consideration whatsoever, including an allocation of shares, will be paid in connection with this merger)
Type of ConsiderationNo consideration (no consideration whatsoever, including an allocation of shares, will be paid in connection with this merger)
Merger ratio/share exchange ratioNot applicable (no shares will be allocated because the merger is with a wholly owned subsidiary)
Impact on Business Performance
The impact on consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionThe merger will be carried out without obtaining approval of the merger agreement relating to this merger at a shareholders' meeting of either company
Management structure after acquisitionThere will be no change to the name, location, title or name of the representative, business activities, stated capital or fiscal year-end of the Company, which will be the surviving company in the absorption-type merger. DITS will be dissolved as the disappearing company. Employee treatment is not disclosed
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社大同ＩＴソリューションズ |
| Name of the Subject Company | 株式会社大同ＩＴソリューションズ |
| Business Description of the Subject Company | Contracted planning, design, maintenance and operation of information and communications systems; software development and sales; and other businesses |
| Location of the Subject Company | Higashi-ku, Nagoya |
| Capital Stock of the Subject Company | ¥45 million |
| Date of Establishment of the Subject Company | 3 April 2000 |
| Net Sales of the Subject Company | ¥6,473 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥282 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥309 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥935 million (fiscal year ended March 2025) |
| Acquisition price | Not applicable (no consideration whatsoever, including an allocation of shares, will be paid in connection with this merger) |
| Type of Consideration | No consideration (no consideration whatsoever, including an allocation of shares, will be paid in connection with this merger) |
| Merger ratio/share exchange ratio | Not applicable (no shares will be allocated because the merger is with a wholly owned subsidiary) |
| Voting rights ownership percentage | Before 100% → after Not applicable because the target company will be dissolved as the disappearing company |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 30 March 2026 |
| Contract Date | 30 March 2026 |
| Execution Date / Effective Date | 1 January 2027 (scheduled) |
| Conditions Precedent to Execution | The merger will be carried out without obtaining approval of the merger agreement relating to this merger at a shareholders' meeting of either company |
| Management structure after acquisition | There will be no change to the name, location, title or name of the representative, business activities, stated capital or fiscal year-end of the Company, which will be the surviving company in the absorption-type merger. DITS will be dissolved as the disappearing company. Employee treatment is not disclosed |
Items this document does not state (11)
Expenses 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 merger is intended to accelerate digital transformation by consolidating in the Company personnel with expertise in both operations and IT, thereby strengthening IT strategic planning capabilities, making effective use of and developing human resources, reforming business processes, and enhancing IT investment.
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