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How definitive the wording is.This transaction
This mergerCounterparty (target company)東邦システムサービス Co., Ltd.
Disclosing companyTOHO HOLDINGS CO.,LTD.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Information Processing Business
Location Setagaya-ku, TokyoShare capital ¥10 millionDate of incorporation 19 July 1988
Net Sales¥1,162 million (31 March 2026)
Operating profit¥93 million (31 March 2026)
Net income for the current fiscal year¥61 million (31 March 2026)
Net assets¥144 million (31 March 2026)
Consideration and expenses
Acquisition priceNo shares or other consideration, including cash, will be allotted or paid.
Type of ConsiderationNo consideration will be paid (no shares or other consideration, including cash, will be allotted or paid).
Impact on Business Performance
The impact on the Company's consolidated results will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionNo shareholders' meeting will be held (東邦ホールディングス will conduct a simplified merger, and 東邦システムサービス will conduct a short-form merger).
Management structure after acquisitionThe merger will not result in any changes to the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 東邦システムサービス Co., Ltd. |
| Name of the Subject Company | 東邦システムサービス Co., Ltd. |
| Business Description of the Subject Company | Information Processing Business |
| Location of the Subject Company | Setagaya-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 19 July 1988 |
| Net Sales of the Subject Company | ¥1,162 million (31 March 2026) |
| Operating Profit of the Subject Company | ¥93 million (31 March 2026) |
| Net Income of the Subject Company | ¥61 million (31 March 2026) |
| Net Assets of the Subject Company | ¥144 million (31 March 2026) |
| Acquisition price | No shares or other consideration, including cash, will be allotted or paid. |
| Type of Consideration | No consideration will be paid (no shares or other consideration, including cash, will be allotted or paid). |
| Voting rights ownership percentage | Before 100% (as of 31 March 2026) → after not applicable (東邦システムサービス will be dissolved) |
| Impact on Business Performance | The impact on the Company's consolidated results will be immaterial. |
| Date of board resolution | 15 July 2026 |
| Contract Date | 17 August 2026 (scheduled) |
| Execution Date / Effective Date | 1 October 2026 (scheduled) |
| Conditions Precedent to Execution | No shareholders' meeting will be held (東邦ホールディングス will conduct a simplified merger, and 東邦システムサービス will conduct a short-form merger). |
| Management structure after acquisition | The merger will not result in any changes to the Company's name, location, the title or name of its representative, business activities, capital or fiscal year-end. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender 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.The merger is intended to strengthen the functions of the customer support system in the pharmaceutical wholesale business, enhance and accelerate system development capabilities, and maximize the Group's overall corporate value.
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