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
The merger is intended to address management challenges arising from the shift to cloud-based software, intensifying competition, and the medium- to long-term contraction of the market, while leveraging the management resources and creditworthiness of both companies. The companies also expect to improve development and sales efficiency and product quality by combining their CAD technologies and customer sales networks.
The business integration is expected to enhance the service platforms, expand profitability through higher average customer spending and market share expansion, generate cost synergies, and deliver growth and productivity improvements through the effective use of human resources. At present, no circumstances are anticipated that would impede the fulfillment of obligations after the merger becomes effective. The specific amount of the impact on financial results has not been 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 (resolutions of the boards of directors of both companies; the merger agreement was also executed on the same date) |
| Implementation Date | 1 April 2027 (scheduled; subject to change by agreement following discussions) |
| Period Covered | From the effective date of 1 April 2027 onward. 株式会社ダイテックホールディング's final fiscal year runs from 1 April 2025 to 31 March 2026. |
| Quantity / scale | The merger ratio is 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. The number of common shares scheduled to be issued is 31,129,244. No shares will be allotted for the 18,847,500 treasury shares held by 株式会社ダイテックホールディング. Fukui Computer Holdings,Inc. holds 9,746,220 shares of 株式会社ダイテックホールディング, representing a 47.14% ownership interest. |
| Impact on Business Performance | The business integration is expected to enhance the service platforms, expand profitability through higher average customer spending and market share expansion, generate cost synergies, and deliver growth and productivity improvements through the effective use of human resources. At present, no circumstances are anticipated that would impede the fulfillment of obligations after the merger becomes effective. The specific amount of the impact on financial results has not been disclosed. |
| Reason | The merger is intended to address management challenges arising from the shift to cloud-based software, intensifying competition, and the medium- to long-term contraction of the market, while leveraging the management resources and creditworthiness of both companies. The companies also expect to improve development and sales efficiency and product quality by combining their 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 | “Notice Regarding the Execution of a 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 a Change of Corporate Name and Partial Amendment to the Articles of Incorporation,” dated 13 February 2026; “Notice Regarding Revisions to the Forecast of Financial Results,” dated 13 February 2026; “Medium-Term Management Plan,” dated 8 November 2024; and “Letter of Request to Commence Discussions Regarding Business Integration,” dated 16 September 2025 |
| Future plans | Fukui Computer Holdings,Inc. plans to hold a general meeting of shareholders on 26 June 2026. Both companies will seek shareholder meeting resolutions approving the merger agreement by the day before the effective date. Following receipt of the necessary approvals from the relevant government authorities and other parties, the merger is scheduled to be implemented on 1 April 2027. |
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 and creditworthiness of both companies to enhance their service platforms, increase average customer spending and expand market share, generate cost synergies, and achieve growth and productivity improvements through the effective use of human resources. Fukui Computer Holdings,Inc. explains that it would be difficult to address its management challenges independently, including the shift to cloud-based services, intensifying competition, and market contraction.