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How definitive the wording is.This transaction
This mergerCounterparty (target company)福井コンピュータシステム株式会社
Disclosing companyFukui Computer Holdings,Inc.
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
Software development, sales and support
Location Fukui CityShare capital ¥50 millionDate of incorporation 26 March 1976
Net Sales¥71 million (fiscal year ended March 2025, standalone)
Operating profit¥8 million (fiscal year ended March 2025, standalone)
Net income for the current fiscal year¥8 million (fiscal year ended March 2025, standalone)
Net assets¥169 million (fiscal year ended March 2025, standalone)
Consideration and expenses
Acquisition priceNo shares, cash or other consideration will be allocated in connection with the merger.
Type of ConsiderationNo consideration (no shares, cash or other consideration will be allocated in connection with the merger)
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 will be immaterial.
Procedures and assumptions
Conditions Precedent to ExecutionNo shareholders' meeting will be held to approve the merger agreement (simplified merger and short-form merger).
Management structure after acquisitionThe merger will not result in any changes to the Company's name, head office location, representative's title or name, business activities, capital or fiscal year-end. The business of FS assumed through the merger will be transferred to Fukui Computer Smart Co., Ltd., the Company's wholly owned subsidiary, on 1 October 2026.
| Item | Details |
|---|---|
| Transaction name | This merger |
| Counterparty name | 福井コンピュータシステム株式会社 |
| Name of the Subject Company | 福井コンピュータシステム株式会社 |
| Business Description of the Subject Company | Software development, sales and support |
| Location of the Subject Company | Fukui City |
| Capital Stock of the Subject Company | ¥50 million |
| Date of Establishment of the Subject Company | 26 March 1976 |
| Net Sales of the Subject Company | ¥71 million (fiscal year ended March 2025, standalone) |
| Operating Profit of the Subject Company | ¥8 million (fiscal year ended March 2025, standalone) |
| Net Income of the Subject Company | ¥8 million (fiscal year ended March 2025, standalone) |
| Net Assets of the Subject Company | ¥169 million (fiscal year ended March 2025, standalone) |
| Acquisition price | No shares, cash or other consideration will be allocated in connection with the merger. |
| Type of Consideration | No consideration (no shares, cash or other consideration will be allocated in connection with the merger) |
| Voting rights ownership percentage | Before 100% (as of 31 March 2025) (after not disclosed) |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending March 2027 will be immaterial. |
| Date of board resolution | 8 May 2026 |
| Contract Date | 8 May 2026 |
| Execution Date / Effective Date | 1 October 2026 (予定) |
| Conditions Precedent to Execution | No shareholders' meeting will be held to approve the merger agreement (simplified merger and short-form merger). |
| Management structure after acquisition | The merger will not result in any changes to the Company's name, head office location, representative's title or name, business activities, capital or fiscal year-end. The business of FS assumed through the merger will be transferred to Fukui Computer Smart Co., Ltd., the Company's wholly owned subsidiary, on 1 October 2026. |
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 governance and internal controls through business consolidation, reduce administrative costs, and restructure and make more effective use of management resources.
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