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How definitive the wording is.This transaction
This mergerCounterparty (target company)富士電機フィアス株式会社
Disclosing companyFUJI ELECTRIC CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Outsourcing of finance and accounting operations for Fuji Electric Co., Ltd. and its affiliates, outsourcing of accounts payable operations, and finance-related operations including lending to group companies
Location Shinagawa Ward, TokyoShare capital ¥1,000 millionDate of incorporation 17 November 1995
Net Sales¥1,727 million (fiscal year ended March 2026)
Operating profit¥346 million (fiscal year ended March 2026)
Net income for the current fiscal year¥240 million (fiscal year ended March 2026)
Net assets¥2,277 million (fiscal year ended March 2026)
Consideration and expenses
Type of ConsiderationNo consideration (no new shares will be issued, no increase in stated capital will be made, and no merger consideration will be paid in connection with this merger)
Merger ratio/share exchange ratioNot applicable (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 is scheduled to be carried out without holding a general meeting of shareholders to approve the merger agreement (a simplified merger and a short-form merger).
Management structure after acquisitionThere will be no changes as a result of this merger to the Company’s name, location, representative’s title or name, business activities, stated capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 富士電機フィアス株式会社 |
| Name of the Subject Company | 富士電機フィアス株式会社 |
| Business Description of the Subject Company | Outsourcing of finance and accounting operations for Fuji Electric Co., Ltd. and its affiliates, outsourcing of accounts payable operations, and finance-related operations including lending to group companies |
| Location of the Subject Company | Shinagawa Ward, Tokyo |
| Capital Stock of the Subject Company | ¥1,000 million |
| Date of Establishment of the Subject Company | 17 November 1995 |
| Net Sales of the Subject Company | ¥1,727 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥346 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥240 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥2,277 million (fiscal year ended March 2026) |
| Type of Consideration | No consideration (no new shares will be issued, no increase in stated capital will be made, and no merger consideration will be paid in connection with this merger) |
| Merger ratio/share exchange ratio | Not applicable (the merger is with a wholly owned subsidiary) |
| Number of shares acquired | Not applicable (no new shares will be issued in connection with the merger) |
| Voting rights ownership percentage | Before 100％ (after not disclosed) |
| Impact on Business Performance | The impact on consolidated results will be immaterial. |
| Date of board resolution | 27 August 2026 |
| Contract Date | 27 August 2026 |
| Execution Date / Effective Date | 1 April 2027 (予定) |
| Conditions Precedent to Execution | The merger is scheduled to be carried out without holding a general meeting of shareholders to approve the merger agreement (a simplified merger and a short-form merger). |
| Management structure after acquisition | There will be no changes as a result of this merger to the Company’s name, location, representative’s title or name, business activities, stated capital or fiscal year-end. |
Items this document does not state (11)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.To respond to changes in the business environment and improve the efficiency of group management in relation to the finance and accounting operations and finance-related operations handled by 富士電機フィアス株式会社.
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