Komori
M&A and Subsidiary Changes9250GRCS Inc.Information and Communications, Services and Others

Notice Concerning a Company Split with a Wholly Owned Subsidiary (Simplified Absorption-Type Company Split)

The Company will transfer part of its temporary staffing business and fee-charging employment placement business to its wholly owned subsidiary, 株式会社GRCSテクノロジーズ, through a company split. The effective date is scheduled for 1 August 2026, and no consideration will be paid.

Worth reading
42Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
549458
¥ thousands (revenue of the business being split for the fiscal year ended November 2025)
Wording
Conditional
How definitive the wording is.

This transaction

This company split (absorption-type company split)
Counterparty株式会社GRCSテクノロジーズ
Disclosing companyGRCS Inc.
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.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Part of the temporary staffing business and fee-charging employment placement business related to GRC and security solutions

Consideration and expenses
Acquisition priceNo consideration will be paid
Type of ConsiderationNo consideration (no cash or shares will be issued)
Impact on Business Performance

The impact on our consolidated results will be immaterial

Procedures and assumptions
Conditions Precedent to ExecutionBy the effective date, GRCSテクノロジーズ must obtain a license to operate a temporary staffing business and the approvals of the relevant government authorities and other approvals required under applicable laws and regulations
Management structure after acquisitionFollowing the company split, there will be no changes to the names, locations, titles and names of the representatives, business descriptions, capital, or fiscal year-end of the Company or GRCSテクノロジーズ. Employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameThis company split (absorption-type company split)
Counterparty name株式会社GRCSテクノロジーズ
Business Description of the Subject CompanyPart of the temporary staffing business and fee-charging employment placement business related to GRC and security solutions
Acquisition priceNo consideration will be paid
Type of ConsiderationNo consideration (no cash or shares will be issued)
Voting rights ownership percentageAfter 100% (held by GRCS) (before not disclosed)
Impact on Business PerformanceThe impact on our consolidated results will be immaterial
Date of board resolution12 June 2026
Contract Date12 June 2026
Execution Date / Effective Date1 August 2026 (scheduled)
Conditions Precedent to ExecutionBy the effective date, GRCSテクノロジーズ must obtain a license to operate a temporary staffing business and the approvals of the relevant government authorities and other approvals required under applicable laws and regulations
Management structure after acquisitionFollowing the company split, there will be no changes to the names, locations, titles and names of the representatives, business descriptions, capital, or fiscal year-end of the Company or GRCSテクノロジーズ. Employee treatment: not disclosed
Items this document does not state (20)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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 purpose is to consolidate the specialized personnel staffing and placement businesses in a subsidiary, enhance operational agility, and establish a structure that enables the flexible and prompt deployment of specialized personnel. Through this, the Company aims to support personnel career advancement and enhance the Group's overall competitiveness in human resources and the value it provides.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning a Company Split with a Wholly Owned Subsidiary (Simplified Absorption-Type Company Split) | GRCS Inc. (9250) timely disclosure | Komori