Worth reading
49Recurring
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Displayed only when the document provides numerical figures.Wording
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How definitive the wording is.This transaction
This mergerCounterparty (target company)株式会社システムズサービス
Disclosing companyACMOS INC.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Systems Engineering Services
Location Chiyoda-ku, TokyoShare capital ¥20 millionDate of incorporation 22 February 1999
Net Sales¥716 million (year ended December 2025)
Operating profit¥20 million (year ended December 2025)
Net income for the current fiscal year¥14 million (fiscal year ended December 2025)
Net assets¥117 million (year ended December 2025)
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be allotted (without consideration)
Type of ConsiderationWithout consideration (no shares, cash or other consideration allotted)
Merger ratio/share exchange ratioNot applicable (no shares, cash or other consideration allotted; ACMOS INC. will be the surviving company)
Funding arrangementsNot applicable (no shares, cash or other consideration allotted)
Amount of extraordinary income (loss)An extraordinary loss, consisting of a loss on the cancellation of shares held in the absorbed company, may arise, but no amount has been disclosed. It is scheduled to be reflected in the individual earnings forecast for the fiscal year ending June 2027
Impact on Business Performance
The merger will have no impact on consolidated or individual results for the fiscal year ending June 2026. If a loss on the cancellation of shares held in the absorbed company arises, it is scheduled to be reflected in the individual earnings forecast for the fiscal year ending June 2027. There will be no impact on the consolidated earnings forecast
Procedures and assumptions
Conditions Precedent to ExecutionApproval of the merger agreement at the general meetings of shareholders of both companies scheduled for September 2026. ACMOS INC. plans to seek approval at its annual general meeting of shareholders, while 株式会社システムズサービス plans to seek approval at an extraordinary general meeting of shareholders
Management structure after acquisitionThe merger is not expected to result in any changes to the name, head office location, title or name of the representative, business activities, stated capital or fiscal year-end of ACMOS INC.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 株式会社システムズサービス |
| Name of the Subject Company | 株式会社システムズサービス |
| Business Description of the Subject Company | Systems Engineering Services |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥20 million |
| Date of Establishment of the Subject Company | 22 February 1999 |
| Net Sales of the Subject Company | ¥716 million (year ended December 2025) |
| Operating Profit of the Subject Company | ¥20 million (year ended December 2025) |
| Net Income of the Subject Company | ¥14 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥117 million (year ended December 2025) |
| Acquisition price | No shares, cash or other consideration will be allotted (without consideration) |
| Type of Consideration | Without consideration (no shares, cash or other consideration allotted) |
| Merger ratio/share exchange ratio | Not applicable (no shares, cash or other consideration allotted; ACMOS INC. will be the surviving company) |
| Voting rights ownership percentage | Before 100％ → after Not applicable (the absorbed company will be dissolved as a result of the absorption-type merger) |
| Funding arrangements | Not applicable (no shares, cash or other consideration allotted) |
| Amount of extraordinary income (loss) | An extraordinary loss, consisting of a loss on the cancellation of shares held in the absorbed company, may arise, but no amount has been disclosed. It is scheduled to be reflected in the individual earnings forecast for the fiscal year ending June 2027 |
| Impact on Business Performance | The merger will have no impact on consolidated or individual results for the fiscal year ending June 2026. If a loss on the cancellation of shares held in the absorbed company arises, it is scheduled to be reflected in the individual earnings forecast for the fiscal year ending June 2027. There will be no impact on the consolidated earnings forecast |
| Date of board resolution | 21 April 2026 |
| Contract Date | 21 April 2026 |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | Approval of the merger agreement at the general meetings of shareholders of both companies scheduled for September 2026. ACMOS INC. plans to seek approval at its annual general meeting of shareholders, while 株式会社システムズサービス plans to seek approval at an extraordinary general meeting of shareholders |
| Management structure after acquisition | The merger is not expected to result in any changes to the name, head office location, title or name of the representative, business activities, stated capital or fiscal year-end of ACMOS INC. |
Items this document does not state (9)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredGoodwill amountValuation 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 expand the customer base and secure human resources, grow the system engineering services (SES) business in the Core area of the business portfolio, and strengthen the earnings base.
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