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M&A and Subsidiary Changes9692COMPUTER ENGINEERING & CONSULTING LTD.Information and Communications, Services and Others

Notice Concerning the Acquisition of Shares in Cypher Co., Ltd.

COMPUTER ENGINEERING & CONSULTING LTD. has decided to acquire all issued shares of サイファー株式会社, making it a wholly owned subsidiary, and has entered into a share transfer agreement. The scheduled closing date is 2 November 2026.

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This transaction

Share acquisition (making the company a wholly owned subsidiary)
CounterpartyFujiwara Masao (藤原 雅生), Other individual shareholders (names not disclosed)
Disclosing companyCOMPUTER ENGINEERING & CONSULTING LTD.
サイファー株式会社Voting rights ownership percentageNumber of shares acquired 400 shares (400 voting rights)

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

Systems integration, product solutions and consulting

Location Shibuya, TokyoShare capital ¥50 millionDate of incorporation April 1999
Net Sales¥666.315 million (fiscal year ended April 2026)
Operating profit¥32.152 million (fiscal year ended April 2026)
Net income for the current fiscal year¥14.061 million (fiscal year ended April 2026)
Net assets¥265.701 million (fiscal year ended April 2026)
Impact on Business Performance

The impact of this share acquisition on consolidated results is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionサイファー株式会社 will become a consolidated subsidiary of the Company from the day following the closing date. Changes to the corporate name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameShare acquisition (making the company a wholly owned subsidiary)
Counterparty nameFujiwara Masao (藤原 雅生), Other individual shareholders (names not disclosed)
Name of the Subject Companyサイファー株式会社
Business Description of the Subject CompanySystems integration, product solutions and consulting
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject CompanyApril 1999
Net Sales of the Subject Company¥666.315 million (fiscal year ended April 2026)
Operating Profit of the Subject Company¥32.152 million (fiscal year ended April 2026)
Net Income of the Subject Company¥14.061 million (fiscal year ended April 2026)
Net Assets of the Subject Company¥265.701 million (fiscal year ended April 2026)
Number of shares acquired400 shares (400 voting rights)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe impact of this share acquisition on consolidated results is expected to be immaterial.
Date of board resolution18 September 2026
Contract Date30 September 2026
Execution Date / Effective Date2 November 2026 (scheduled)
Management structure after acquisitionサイファー株式会社 will become a consolidated subsidiary of the Company from the day following the closing date. Changes to the corporate name, representative and treatment of employees: not disclosed
Items this document does not state (14)
Acquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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 purpose is to strengthen and expand the systems and infrastructure construction business. サイファー株式会社 operates a systems integration business focused mainly on the financial, manufacturing and government sectors and has long had a business partnership with COMPUTER ENGINEERING & CONSULTING LTD. Through the acquisition, the Company aims to enhance corporate value over the medium to long term.

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Notice Concerning the Acquisition of Shares in Cypher Co., Ltd. | COMPUTER ENGINEERING & CONSULTING LTD. (9692) timely disclosure | Komori