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How definitive the wording is.This transaction
This mergerCounterparty (target company)CATS株式会社
Disclosing companyGeniee,Inc.
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
Marketing SaaS Business
Location Shinjuku-ku, TokyoShare capital ¥10 millionDate of incorporation 14 February 2022
Net Sales¥581.549 million (fiscal year ended March 2025)
Operating profit¥220.232 million (fiscal year ended March 2025)
Net income for the current fiscal year¥149.650 million (fiscal year ended March 2025)
Net assets¥284.864 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated in connection with the merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allocated)
Merger ratio/share exchange ratioNot applicable. The Company will be the surviving company and CATS will be the disappearing company.
Impact on Business Performance
As this is a merger with a wholly owned consolidated subsidiary, it will have no impact on consolidated results.
Procedures and assumptions
Conditions Precedent to ExecutionApproval at the class shareholders' meetings of the holders of Class A shares and ordinary shares scheduled for 30 June 2026. Subject to approval by the Company, CATS will not hold a shareholders' meeting because the merger qualifies as a short-form merger under Article 784, paragraph 1 of the Companies Act.
Management structure after acquisitionThere will be no changes to the Company's name, location, title or name of its representative, business activities, capital or fiscal year-end. CATS will be dissolved.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | CATS株式会社 |
| Name of the Subject Company | CATS株式会社 |
| Business Description of the Subject Company | Marketing SaaS Business |
| Location of the Subject Company | Shinjuku-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 14 February 2022 |
| Net Sales of the Subject Company | ¥581.549 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥220.232 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥149.650 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥284.864 million (fiscal year ended March 2025) |
| Acquisition price | Not applicable (no shares, cash or other consideration will be allocated in connection with the merger) |
| Type of Consideration | No consideration (no shares or other monetary consideration will be allocated) |
| Merger ratio/share exchange ratio | Not applicable. The Company will be the surviving company and CATS will be the disappearing company. |
| Number of shares acquired | Not applicable (no shares, cash or other consideration will be allocated) |
| Voting rights ownership percentage | Before 100.00% (after not disclosed) |
| Impact on Business Performance | As this is a merger with a wholly owned consolidated subsidiary, it will have no impact on consolidated results. |
| Date of board resolution | 2 June 2026 |
| Contract Date | 2 June 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | Approval at the class shareholders' meetings of the holders of Class A shares and ordinary shares scheduled for 30 June 2026. Subject to approval by the Company, CATS will not hold a shareholders' meeting because the merger qualifies as a short-form merger under Article 784, paragraph 1 of the Companies Act. |
| Management structure after acquisition | There will be no changes to the Company's name, location, title or name of its representative, business activities, capital or fiscal year-end. CATS will be dissolved. |
Items this document does not state (10)
Expenses 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.The merger is intended to consolidate management resources, improve operating efficiency and accelerate decision-making. The Company aims to further advance business synergies, including existing product integration, sales activities leveraging the companies' respective customer bases, and product planning and development, thereby enhancing corporate value.
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