Decision and Details
The boards of directors of both companiesAbsorption-type merger in which Fukui Computer Holdings,Inc. will be the surviving company and 株式会社ダイテックホールディング will be the absorbed company
To maximize the use of both companies' management resources, creditworthiness and other strengths and maintain and enhance their competitive advantage over the medium to long term. The merger is also intended to address Fukui Computer Holdings,Inc.'s management challenges, including the shift to cloud services, intensifying competition and market contraction, while improving development and sales efficiency and product quality by leveraging both companies' CAD technologies and customer sales networks.
The expected benefits of the merger include enhancement of the service platform, increased profitability resulting from higher customer spending per account and market share expansion, cost synergies, and company-wide growth and productivity improvements through the utilization of both companies' human resources. The specific amount of the impact on financial results is Not disclosed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger in which Fukui Computer Holdings,Inc. will be the surviving company and 株式会社ダイテックホールディング will be the absorbed company |
| Decision-Making Body | The boards of directors of both companies |
| Decision Date | 13 February 2026 (the date of the resolutions by both companies' boards of directors and the execution of the merger agreement) |
| Implementation Date | 1 April 2027 (scheduled; the effective date of the merger; subject to change if required for procedural purposes) |
| Period Covered | On or after 1 April 2027 (after the effective date) |
| Quantity / scale | Merger ratio: 0.68 shares of Fukui Computer Holdings,Inc. common stock for each share of 株式会社ダイテックホールディング common stock / Number of shares scheduled to be issued: 31,129,244 common shares / 株式会社ダイテックホールディング's 18,847,500 treasury shares are excluded from the allocation |
| Impact on Business Performance | The expected benefits of the merger include enhancement of the service platform, increased profitability resulting from higher customer spending per account and market share expansion, cost synergies, and company-wide growth and productivity improvements through the utilization of both companies' human resources. The specific amount of the impact on financial results is Not disclosed. |
| Reason | To maximize the use of both companies' management resources, creditworthiness and other strengths and maintain and enhance their competitive advantage over the medium to long term. The merger is also intended to address Fukui Computer Holdings,Inc.'s management challenges, including the shift to cloud services, intensifying competition and market contraction, while improving development and sales efficiency and product quality by leveraging both companies' CAD technologies and customer sales networks. |
| Governing Rule | Article 794, Paragraph 1; Article 191 of the Ordinance for Enforcement of the Companies Act; Article 749, Paragraph 1; Article 234; and Article 192, Paragraph 1 of the Companies Act |
| Related previous disclosures | 13 February 2026: “Notice Concerning the Execution of the Merger Agreement and Integration Agreement between Fukui Computer Holdings,Inc. and 株式会社ダイテックホールディング, as well as the Change of Corporate Name and Partial Amendments to the Articles of Incorporation” / 13 February 2026: “Notice Concerning Revisions to the Earnings Forecast” / “Medium-Term Management Plan” announced on 8 November 2024 |
| Future plans | The company plans to hold a general meeting of shareholders on 26 June 2026. Both companies plan to obtain approval of the merger agreement by the day before the effective date. The merger is scheduled to become effective on 1 April 2027. The agreement will lapse if the necessary approvals from the relevant government authorities, approval at the general meetings of shareholders or any other conditions are not satisfied. |
Items this document does not state (1)
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 leverage the management resources, creditworthiness and other strengths of both companies to enhance the service platform, increase customer spending per account and expand market share, generate cost synergies, and achieve company-wide growth and productivity improvements through the utilization of human resources. It is also intended to address management challenges that would be difficult for Fukui Computer Holdings,Inc. to resolve independently, including increasingly sophisticated and diverse customer needs, intensifying competition, and the expected contraction of the market.