Decision and Details
An absorption-type merger under which Daido Steel Co.,Ltd. will be the surviving company and 株式会社大同ＩＴソリューションズ will be the dissolved company
Pre-merger disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act. No merger consideration will be paid because the surviving company owns all of the issued shares of the dissolved company.
No circumstances are currently anticipated regarding the company's earnings or cash flow after the absorption-type merger that would hinder the performance of its obligations. Share capital, capital reserves and retained earnings reserves will not change. The impact on earnings forecasts is Not disclosed
| Item | Details |
|---|---|
| Matter Covered | An absorption-type merger under which Daido Steel Co.,Ltd. will be the surviving company and 株式会社大同ＩＴソリューションズ will be the dissolved company |
| Decision Date | 30 March 2026 (date of execution of the merger agreement) |
| Implementation Date | 1 January 2027 (scheduled; effective date, subject to change by agreement) |
| Amount | Merger consideration: none; Daido Steel Co.,Ltd. assets: ¥528,616 million, liabilities: ¥227,099 million, net assets: ¥301,516 million (as of 31 March 2025); 株式会社大同ＩＴソリューションズ assets: ¥3,381 million, liabilities: ¥2,445 million, net assets: ¥935 million (as of 31 March 2025) |
| Quantity / scale | Daido Steel Co.,Ltd. owns 100% of the 17,061 issued shares of 株式会社大同ＩＴソリューションズ; 221 employees (as of 31 March 2025) |
| Impact on Business Performance | No circumstances are currently anticipated regarding the company's earnings or cash flow after the absorption-type merger that would hinder the performance of its obligations. Share capital, capital reserves and retained earnings reserves will not change. The impact on earnings forecasts is Not disclosed |
| Reason | Pre-merger disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act. No merger consideration will be paid because the surviving company owns all of the issued shares of the dissolved company. |
| Governing Rule | Article 794, paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act |
| Future plans | The absorption-type merger is scheduled to become effective on 1 January 2027. If any matter prescribed in Article 191 of the Ordinance for Enforcement of the Companies Act changes before the effective date, the company will make the revised matter available in writing without delay. |
Items this document does not state (4)
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 company will keep the pre-merger disclosure documents, including the terms of the absorption-type merger agreement, available for inspection pursuant to Article 794, Paragraph 1 of the Companies Act and Article 191 of the Ordinance for Enforcement of the Companies Act. It states that no circumstances are currently anticipated that would hinder Daido Steel Co.,Ltd.'s performance of its obligations after the merger.