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M&A and Subsidiary Changes6701NEC CorporationElectrical Equipment and Precision Instruments

Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (NECソリューションイノベータ株式会社)

NEC Corporation will merge its wholly owned subsidiary, NEC Solution Innovators, Ltd., through an absorption-type merger. NEC Corporation will be the surviving company and NEC Solution Innovators, Ltd. will be the absorbed company. No consideration, including shares or cash, will be delivered.

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This transaction

This merger
Counterparty (target company)NEC Solution Innovators, Ltd.
Disclosing companyNEC Corporation
Subject of this transactionNumber of shares acquired Not applicable (no shares or other consideration will be delivered in connection with the merger)Voting rights ownership percentage Before 100% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Provision of system integration and other services, and software development

Location Koto-ku, TokyoShare capital ¥8,668 millionDate of incorporation 9 September 1975
Net Sales¥328.793 billion (fiscal year ending March 2026)
Operating profit¥5.946 billion (fiscal year ending March 2026)
Net income for the current fiscal year¥4.095 billion (fiscal year ending March 2026; net income attributable to owners of the parent)
Net assets¥102.955 billion (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceNo consideration paid
Type of ConsiderationNo consideration delivered (neither cash nor shares)
Impact on Business Performance

The impact of the merger on the Company's results of operations will be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionShareholder approval is not required at either NEC Corporation or NEC Solution Innovators, Ltd. (simplified merger and short-form merger)
Management structure after acquisitionThe merger will not change the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end. Based on a spirit of equality between the two companies, the Company will promote integration and pursue management efficiency through measures including a review of business processes. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameThis merger
Counterparty nameNEC Solution Innovators, Ltd.
Name of the Subject CompanyNEC Solution Innovators, Ltd.
Business Description of the Subject CompanyProvision of system integration and other services, and software development
Location of the Subject CompanyKoto-ku, Tokyo
Capital Stock of the Subject Company¥8,668 million
Date of Establishment of the Subject Company9 September 1975
Net Sales of the Subject Company¥328.793 billion (fiscal year ending March 2026)
Operating Profit of the Subject Company¥5.946 billion (fiscal year ending March 2026)
Net Income of the Subject Company¥4.095 billion (fiscal year ending March 2026; net income attributable to owners of the parent)
Net Assets of the Subject Company¥102.955 billion (fiscal year ending March 2026)
Acquisition priceNo consideration paid
Type of ConsiderationNo consideration delivered (neither cash nor shares)
Number of shares acquiredNot applicable (no shares or other consideration will be delivered in connection with the merger)
Voting rights ownership percentageBefore 100% (after not disclosed)
Impact on Business PerformanceThe impact of the merger on the Company's results of operations will be immaterial.
Contract Date1 July 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Conditions Precedent to ExecutionShareholder approval is not required at either NEC Corporation or NEC Solution Innovators, Ltd. (simplified merger and short-form merger)
Management structure after acquisitionThe merger will not change the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end. Based on a spirit of equality between the two companies, the Company will promote integration and pursue management efficiency through measures including a review of business processes. Employee treatment: Not disclosed
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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.

As part of the NEC Group's business reorganization, the merger will bring together the companies' domain expertise and technical implementation capabilities to improve productivity through the use of AI and standardization of development processes, strengthen service delivery capabilities, optimize resource allocation and improve management efficiency, with the aim of growing the IT services business and achieving the 2030 Medium-Term Management Plan.

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Notice Regarding the Absorption-Type Merger of a Wholly Owned Subsidiary (NECソリューションイノベータ株式会社) | NEC Corporation (6701) timely disclosure | Komori