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How definitive the wording is.This transaction
Share exchangeCounterparty (target company)Techno Mathematical Co.,Ltd.
Disclosing companyAVAL DATA CORPORATION
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development, licensing and sale of software IP, hardware IP and solutions
Location Shinagawa-ku, TokyoShare capital ¥100 million (as of 1 August 2026)Date of incorporation 20 June 2000
Net Sales¥685 million (fiscal year ended March 2026)
Operating profit¥44 million (fiscal year ended March 2026)
Net income for the current fiscal year¥85 million (fiscal year ended March 2026)
Net assets¥1,812 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥690 per share of Techno Mathematical Co.,Ltd.
Type of ConsiderationCash
Funding arrangementsThe necessary funds can be secured through AVAL DATA CORPORATION's group financing. Specific funding methods: Not disclosed
Goodwill amountGoodwill or negative goodwill is expected to arise, but the amount has not yet been determined. Amortization period: Not disclosed
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on AVAL DATA CORPORATION's consolidated results and other matters have not yet been determined. If matters requiring disclosure arise, including the need to revise the earnings forecast, the company will disclose them promptly.
Procedures and assumptions
Valuation methodologyMarket price method, discounted cash flow method and comparable company analysis
Independent valuation institutionYAMADA Consulting Group Co.,Ltd., 株式会社赤坂国際会計
Special CommitteeEstablished. The committee comprises 4 members: Negi Katsuhiko (根木勝彦), independent outside director; Manabe Toshiaki (真鍋利明), outside audit & supervisory board member; Matsushita Chika (松下近), outside audit & supervisory board member; and Fujii Takahito (藤井崇仁), attorney.
Conditions Precedent to ExecutionTechno Mathematical Co.,Ltd. must obtain approval of this share exchange agreement at its extraordinary general meeting of shareholders scheduled for 12 November 2026. AVAL DATA CORPORATION is not scheduled to obtain shareholder approval because the transaction will be conducted as a simplified share exchange.
Management structure after acquisitionTechno Mathematical Co.,Ltd. is scheduled to become a wholly owned subsidiary of AVAL DATA CORPORATION. The corporate name of the wholly owning parent company in the share exchange will be AVAL DATA CORPORATION, and its representative will be Representative Director and President Iwamoto Naoki (岩本直樹). Treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Share exchange |
| Counterparty name | Techno Mathematical Co.,Ltd. |
| Name of the Subject Company | Techno Mathematical Co.,Ltd. |
| Business Description of the Subject Company | Development, licensing and sale of software IP, hardware IP and solutions |
| Location of the Subject Company | Shinagawa-ku, Tokyo |
| Capital Stock of the Subject Company | ¥100 million (as of 1 August 2026) |
| Date of Establishment of the Subject Company | 20 June 2000 |
| Net Sales of the Subject Company | ¥685 million (fiscal year ended March 2026) |
| Operating Profit of the Subject Company | ¥44 million (fiscal year ended March 2026) |
| Net Income of the Subject Company | ¥85 million (fiscal year ended March 2026) |
| Net Assets of the Subject Company | ¥1,812 million (fiscal year ended March 2026) |
| Acquisition price | ¥690 per share of Techno Mathematical Co.,Ltd. |
| Type of Consideration | Cash |
| Number of shares acquired | All issued shares of Techno Mathematical Co.,Ltd. The number of issued shares is 2,593,100 (as of 30 June 2026), and 312 treasury shares are scheduled to be cancelled immediately before the record time. Number of voting rights: Not disclosed |
| Voting rights ownership percentage | After Wholly owned subsidiary holding all voting rights (percentage not stated) (before not disclosed) |
| Funding arrangements | The necessary funds can be secured through AVAL DATA CORPORATION's group financing. Specific funding methods: Not disclosed |
| Goodwill amount | Goodwill or negative goodwill is expected to arise, but the amount has not yet been determined. Amortization period: Not disclosed |
| Impact on Business Performance | The impact on AVAL DATA CORPORATION's consolidated results and other matters have not yet been determined. If matters requiring disclosure arise, including the need to revise the earnings forecast, the company will disclose them promptly. |
| Date of board resolution | 11 September 2026 |
| Contract Date | 11 September 2026 |
| Execution Date / Effective Date | 3 December 2026 (planned) |
| Valuation methodology | Market price method, discounted cash flow method and comparable company analysis |
| Independent valuation institution | YAMADA Consulting Group Co.,Ltd., 株式会社赤坂国際会計 |
| Special Committee | Established. The committee comprises 4 members: Negi Katsuhiko (根木勝彦), independent outside director; Manabe Toshiaki (真鍋利明), outside audit & supervisory board member; Matsushita Chika (松下近), outside audit & supervisory board member; and Fujii Takahito (藤井崇仁), attorney. |
| Conditions Precedent to Execution | Techno Mathematical Co.,Ltd. must obtain approval of this share exchange agreement at its extraordinary general meeting of shareholders scheduled for 12 November 2026. AVAL DATA CORPORATION is not scheduled to obtain shareholder approval because the transaction will be conducted as a simplified share exchange. |
| Management structure after acquisition | Techno Mathematical Co.,Ltd. is scheduled to become a wholly owned subsidiary of AVAL DATA CORPORATION. The corporate name of the wholly owning parent company in the share exchange will be AVAL DATA CORPORATION, and its representative will be Representative Director and President Iwamoto Naoki (岩本直樹). Treatment of employees: Not disclosed |
Items this document does not state (6)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodAmount of extraordinary income (loss)
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.AVAL DATA CORPORATION determined that the hardware development and manufacturing technologies and customer base of AVAL DATA CORPORATION are highly complementary to Techno Mathematical Co.,Ltd.'s image compression and image-processing algorithms and software technologies. By making Techno Mathematical Co.,Ltd. a wholly owned subsidiary, the companies will be able to pursue the sharing of research and development, product strategies and customer information, the flexible allocation of research and development personnel and investment funds, and joint sales activities in an integrated and agile manner. The companies also expect to jointly develop new products and solutions and expand the deployment of Techno Mathematical Co.,Ltd.'s technology licenses.
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