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M&A and Subsidiary Changes7058Kyoei Security Service Co.,Ltd.Information and Communications, Services and Others

Notice of Absorption-Type Merger of a Sub-Subsidiary by a Consolidated Subsidiary

Goken Security Services Co., Ltd., a consolidated subsidiary of the Company, will absorb Chugoku Security Services Co., Ltd., a sub-subsidiary of the Company. Goken Security Services Co., Ltd. will be the surviving company, and the merger is scheduled to take effect on 1 October 2026.

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This transaction

This merger
Counterparty合建警備保障株式会社, 中国警備保障株式会社
Disclosing companyKyoei Security Service Co.,Ltd.
中国警備保障株式会社Voting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective Date1 October 2026 (effective date of the merger)
Target company

Security services

Location Ube City, Yamaguchi PrefectureShare capital ¥10 millionDate of incorporation 17 March 1982
Impact on Business Performance

The impact on consolidated financial results will be immaterial.

Procedures and assumptions
Management structure after acquisition合建警備保障株式会社 will be the surviving company. Its name will be 合建警備保障株式会社, its address will be 33-4 Hiraiwa Ebino, Kawauchi-cho, Tokushima, Tokushima Prefecture, its representative director will be Agatsuma Kazufumi (我妻和文), its business will be security services, its capital will be ¥15 million, and Kyoei Security Service Co.,Ltd. will hold 100% of its shares.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name合建警備保障株式会社, 中国警備保障株式会社
Name of the Subject Company中国警備保障株式会社
Business Description of the Subject CompanySecurity services
Location of the Subject CompanyUbe City, Yamaguchi Prefecture
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company17 March 1982
Voting rights ownership percentageBefore 100% (合建警備保障株式会社) → after 100% (Kyoei Security Service Co.,Ltd.)
Impact on Business PerformanceThe impact on consolidated financial results will be immaterial.
Execution Date / Effective Date1 October 2026 (effective date of the merger)
Management structure after acquisition合建警備保障株式会社 will be the surviving company. Its name will be 合建警備保障株式会社, its address will be 33-4 Hiraiwa Ebino, Kawauchi-cho, Tokushima, Tokushima Prefecture, its representative director will be Agatsuma Kazufumi (我妻和文), its business will be security services, its capital will be ¥15 million, and Kyoei Security Service Co.,Ltd. will hold 100% of its shares.
Items this document does not state (21)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

The merger is intended to integrate the two companies, both of which are based in the western Japan region, in order to provide customers with the optimal security framework quickly and at scale.

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Notice of Absorption-Type Merger of a Sub-Subsidiary by a Consolidated Subsidiary | Kyoei Security Service Co.,Ltd. (7058) timely disclosure | Komori