Decision and Details
The boards of directors of both companiesA share exchange under which AVAL DATA will be the wholly owning parent company and Techno Mathematical will be the wholly owned subsidiary
Development of new products and solutions by combining the companies' products and technologies, expansion of the business by proposing licenses for Techno Mathematical's technologies to AVAL DATA's existing customers, and ensuring liquidity for shareholders through the cash consideration
AVAL DATA expects to record an extraordinary gain of approximately ¥596 million from the sale of investment securities in the fiscal year ending March 2027. The amount of the impact on results attributable to the share exchange itself has not been disclosed. At present, no circumstances that would impede the performance of obligations are expected to arise after the effective date.
| Item | Details |
|---|---|
| Matter Covered | A share exchange under which AVAL DATA will be the wholly owning parent company and Techno Mathematical will be the wholly owned subsidiary |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 11 September 2026 (date the share exchange agreement was executed) |
| Implementation Date | 3 December 2026 (scheduled effective date) |
| Period Covered | From the effective date of 3 December 2026 onward (effect of the share exchange) |
| Amount | Share exchange consideration: ¥690 per share of Techno Mathematical common stock; AVAL DATA's assets of ¥22,570,452 thousand, liabilities of ¥2,256,613 thousand and net assets of ¥20,313,838 thousand at the end of its most recent fiscal year; expected gain on sale of investment securities of ¥888 million; expected gain on sale of investment securities of approximately ¥596 million through the tender offer |
| Quantity / scale | Techno Mathematical plans to cancel 312 treasury shares on 2 December 2026; AVAL DATA cancelled 353,700 treasury shares on 31 August 2026 |
| Impact on Business Performance | AVAL DATA expects to record an extraordinary gain of approximately ¥596 million from the sale of investment securities in the fiscal year ending March 2027. The amount of the impact on results attributable to the share exchange itself has not been disclosed. At present, no circumstances that would impede the performance of obligations are expected to arise after the effective date. |
| Reason | Development of new products and solutions by combining the companies' products and technologies, expansion of the business by proposing licenses for Techno Mathematical's technologies to AVAL DATA's existing customers, and ensuring liquidity for shareholders through the cash consideration |
| Governing Rule | Companies Act, Article 794, Paragraph 1; Ordinance for Enforcement of the Companies Act, Article 193; Companies Act, Article 768, Paragraph 1; Companies Act, Article 796, Paragraphs 2 and 3; Companies Act, Article 783, Paragraph 1; Companies Act, Article 785, Paragraph 1; and Securities Listing Regulations, Article 441 |
| Related previous disclosures | Share exchange agreement dated 11 September 2026; establishment of a special committee pursuant to the resolution of the board of directors meeting held on 6 July 2026; sale of investment securities pursuant to the resolution of the board of directors meeting held on 28 July 2026; application to tender shares pursuant to the resolution of the board of directors meeting held on 10 September 2026 |
| Future plans | Techno Mathematical plans to obtain shareholder approval by the day before the effective date. Techno Mathematical plans to cancel its treasury shares on 2 December 2026. The effective date of the share exchange is 3 December 2026. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The companies expect synergies from developing new products and solutions by combining their products and technologies, expanding the business by proposing licenses for Techno Mathematical's technologies to AVAL DATA's existing customers, and other initiatives. The companies also cited the fact that the cash consideration will enable Techno Mathematical shareholders to receive the economic benefit in a liquid form.