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M&A and Subsidiary Changes9790Fukui Computer Holdings,Inc.Information and Communications, Services and Others

(Revision) Partial Revision to the “Notice Concerning the Execution of a Merger Agreement and Integration Agreement between Our Company and 株式会社ダイテックホールディング, as well as a Change of Corporate Name and Partial Amendment to the Articles of Incorporation”

While maintaining the policy of having 10 directors after the planned merger on 1 April 2027, approval of the proposal for the election of directors at an extraordinary general meeting of shareholders to be held by the effective date has been added to the approval of the merger agreement as a condition precedent to the merger. The extraordinary general meeting of shareholders is scheduled to be held in February or March 2027, but the specific date has not been determined.

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This transaction

This merger
Counterparty (target company)株式会社ダイテックホールディング
Disclosing companyFukui Computer Holdings,Inc.
Subject of this transaction
Execution Date / Effective Date1 April 2027 (scheduled)
Procedures and assumptions
Conditions Precedent to ExecutionApproval of this merger agreement at the Company's general meeting of shareholders scheduled for 26 June 2026, and approval of the proposal for the election of directors at the Company's extraordinary general meeting of shareholders scheduled to be held by the effective date of this merger
Management structure after acquisitionThe integrated company (the Company) is scheduled to have 10 directors, with the composition as set out below. The date of the extraordinary general meeting of shareholders has not yet been determined, but the meeting is scheduled to be held in February or March 2027.
This transaction
ItemDetails
Transaction nameThis merger
Counterparty name株式会社ダイテックホールディング
Name of the Subject Company株式会社ダイテックホールディング
Execution Date / Effective Date1 April 2027 (scheduled)
Conditions Precedent to ExecutionApproval of this merger agreement at the Company's general meeting of shareholders scheduled for 26 June 2026, and approval of the proposal for the election of directors at the Company's extraordinary general meeting of shareholders scheduled to be held by the effective date of this merger
Management structure after acquisitionThe integrated company (the Company) is scheduled to have 10 directors, with the composition as set out below. The date of the extraordinary general meeting of shareholders has not yet been determined, but the meeting is scheduled to be held in February or March 2027.
Items this document does not state (26)
Business Description 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 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 acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate of board resolutionContract DateValuation 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.

This is because the proposal for the election of directors will be submitted to the extraordinary general meeting of shareholders of the Company scheduled to be held in February or March 2027.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
(Revision) Partial Revision to the “Notice Concerning the Execution of a Merger Agreement and Integration Agreement between Our Company and 株式会社ダイテックホールディング, as well as a Change of Corporate Name and Partial Amendment to the Articles of Incorporation” | Fukui Computer Holdings,Inc. (9790) timely disclosure | Komori