Worth reading
36Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
29008
¥ million (revenue of the business to be succeeded for the fiscal year ending March 2026)Wording
Conditional
How definitive the wording is.This transaction
The absorption-type merger and absorption-type company splitCounterparty (target company)DENSO CREATE, INC., DENSO TECHNO CO., LTD.
Disclosing companyDENSO CORPORATION
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development, design, production and sale of software, Development and design of vehicle systems and other products, Automotive software business
Location Naka-ku, Nagoya, Aichi Prefecture, Kariya, Aichi PrefectureShare capital ¥95 million, 180 million yenDate of incorporation February 1991, April 1984
Net Sales¥4,333 million (fiscal year ending March 2026), ¥67,949 million (fiscal year ending March 2026)
Operating profit¥284 million (fiscal year ending March 2026), ¥3,186 million (fiscal year ending March 2026)
Net income for the current fiscal year¥235 million (fiscal year ending March 2026), ¥2,417 million (fiscal year ending March 2026)
Net assets¥1,639 million (fiscal year ending March 2026), ¥15,005 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationNot applicable (no allocation)
Merger ratio/share exchange ratioNot applicable (no allocation). DENSO CORPORATION will be the surviving company in the absorption-type merger and the company succeeding to the business in the absorption-type company split.
Impact on Business Performance
The impact of the absorption-type merger and absorption-type company split on the Company's results is immaterial on both a consolidated and non-consolidated basis.
Procedures and assumptions
Conditions Precedent to ExecutionAs the absorption-type merger qualifies as a simplified merger and a short-form merger, and the absorption-type company split qualifies as a simplified company split and a short-form company split, neither transaction will require approval at a shareholders' meeting.
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 following the absorption-type merger and absorption-type company split. Employee treatment: Not disclosed.
| Item | Details |
|---|---|
| Transaction name | The absorption-type merger and absorption-type company split |
| Counterparty name | DENSO CREATE, INC., DENSO TECHNO CO., LTD. |
| Name of the Subject Company | DENSO CREATE, INC., DENSO TECHNO CO., LTD. |
| Business Description of the Subject Company | Development, design, production and sale of software, Development and design of vehicle systems and other products, Automotive software business |
| Location of the Subject Company | Naka-ku, Nagoya, Aichi Prefecture, Kariya, Aichi Prefecture |
| Capital Stock of the Subject Company | ¥95 million, 180 million yen |
| Date of Establishment of the Subject Company | February 1991, April 1984 |
| Net Sales of the Subject Company | ¥4,333 million (fiscal year ending March 2026), ¥67,949 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥284 million (fiscal year ending March 2026), ¥3,186 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥235 million (fiscal year ending March 2026), ¥2,417 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥1,639 million (fiscal year ending March 2026), ¥15,005 million (fiscal year ending March 2026) |
| Type of Consideration | Not applicable (no allocation) |
| Merger ratio/share exchange ratio | Not applicable (no allocation). DENSO CORPORATION will be the surviving company in the absorption-type merger and the company succeeding to the business in the absorption-type company split. |
| Voting rights ownership percentage | Before DENSO CREATE, INC.: 100.00%; DENSO TECHNO CO., LTD.: 100.00% (after not disclosed) |
| Impact on Business Performance | The impact of the absorption-type merger and absorption-type company split on the Company's results is immaterial on both a consolidated and non-consolidated basis. |
| Date of board resolution | 13 July 2026 |
| Contract Date | 1 October 2028 (scheduled) |
| Execution Date / Effective Date | 1 January 2029 (scheduled) |
| Conditions Precedent to Execution | As the absorption-type merger qualifies as a simplified merger and a short-form merger, and the absorption-type company split qualifies as a simplified company split and a short-form company split, neither transaction will require approval at a shareholders' meeting. |
| 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 following the absorption-type merger and absorption-type company split. Employee treatment: Not disclosed. |
Items this document does not state (12)
Acquisition priceExpenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding 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.As the intelligent transformation of vehicles, including autonomous driving, electrification and connectivity, accelerates, the importance of strengthening automotive software development capabilities and developing human resources is increasing. The two companies will consolidate the technologies and expertise they have developed and strengthen software development capabilities, quality, development speed and the foundation for human resource development.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.