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Definitive
How definitive the wording is.This transaction
This mergerCounterpartyヘリオス テクノ ホールディング株式会社
Disclosing companyHelios Techno Holding Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company
Investment support services for the Company Group
Location Chuo-ku, TokyoShare capital ¥25 millionDate of incorporation 1 July 2025
Net Sales— million (non-consolidated, fiscal year ended March 2025)
Operating profit— million (non-consolidated, fiscal year ended March 2025)
Net income for the current fiscal year— million (non-consolidated, fiscal year ended March 2025)
Net assets— million (non-consolidated, fiscal year ended March 2025)
Consideration and expenses
Acquisition priceNot applicable (no shares, cash or other consideration will be allocated in connection with this merger)
Type of ConsiderationNo consideration (no shares or other monetary consideration will be allotted in connection with this merger)
Merger ratio/share exchange ratioNot applicable (no shares or other monetary consideration will be allotted)
Impact on Business Performance
The impact on the Company's consolidated results from the current fiscal year onward will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionAs this is a simplified merger and short-form merger, it will be carried out without obtaining approval resolutions at the general meetings of shareholders of the Company and HTI.
Management structure after acquisitionThere will be no changes to the Company's name, location, title or name of its representative, business, capital or fiscal year-end as a result of this merger. HTI will be dissolved.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | ヘリオス テクノ ホールディング株式会社 |
| Name of the Subject Company | ヘリオス テクノ インベストメンツ株式会社 |
| Business Description of the Subject Company | Investment support services for the Company Group |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥25 million |
| Date of Establishment of the Subject Company | 1 July 2025 |
| Net Sales of the Subject Company | — million (non-consolidated, fiscal year ended March 2025) |
| Operating Profit of the Subject Company | — million (non-consolidated, fiscal year ended March 2025) |
| Net Income of the Subject Company | — million (non-consolidated, fiscal year ended March 2025) |
| Net Assets of the Subject Company | — million (non-consolidated, fiscal year ended March 2025) |
| Acquisition price | Not applicable (no shares, cash or other consideration will be allocated in connection with this merger) |
| Type of Consideration | No consideration (no shares or other monetary consideration will be allotted in connection with this merger) |
| Merger ratio/share exchange ratio | Not applicable (no shares or other monetary consideration will be allotted) |
| Number of shares acquired | Not applicable (this is an absorption-type merger, not an acquisition of shares) |
| Voting rights ownership percentage | Before 100.00% (after not disclosed) |
| Impact on Business Performance | The impact on the Company's consolidated results from the current fiscal year onward will be immaterial. |
| Date of board resolution | 17 April 2026 |
| Contract Date | 17 April 2026 |
| Execution Date / Effective Date | 30 June 2026 (予定) |
| Conditions Precedent to Execution | As this is a simplified merger and short-form merger, it will be carried out without obtaining approval resolutions at the general meetings of shareholders of the Company and HTI. |
| Management structure after acquisition | There will be no changes to the Company's name, location, title or name of its representative, business, capital or fiscal year-end as a result of this merger. HTI will be dissolved. |
Items this document does not state (10)
Expenses other than the acquisition priceTender offer priceMinimum number of shares to be purchasedTender offer periodFunding 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.After establishing a subsidiary dedicated to M&A support, the necessary infrastructure for considering and executing M&A transactions has been established within the Company. The merger is intended to simplify the Group's decision-making process and accelerate management decisions, including those relating to M&A, thereby improving management efficiency.
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