Announcement Concerning Absorption-Type Merger of Consolidated Subsidiary Companies
Apr 1, 2022
TechnoPro Holdings subsidiary TechnoPro, Inc., at its Board of Directors meeting held on March 30, 2022, resolved to approve the absorption-type merger of its subsidiary EDELTA Co., Ltd. Both merging parties have concluded the merger agreement as follows.
1. Purpose of Merger
EDELTA became a member of the TechnoPro Group on October 31, 2017. Over the four years since, EDELTA has collaborated with TechnoPro in sales activities, participated in the optimal assignment of engineering professionals, and created synergies in numerous other ways. As EDELTA and TechnoPro have built a stronger relationship over time, the group has come to believe that creating an environment which seamlessly integrates TechnoPro and EDELTA at a higher level without artificial organizational barriers will contribute to the realization of the Group’s purpose “Driving the Power of Technology and Talent to Co-create Value Together with our Customers for a Sustainable Society.” The TechnoPro Board of Directors approved the merger of the two companies based on this belief.
2. Merger Overview
(1) Merger Schedule
|Board of directors meeting to approve merger agreement (merging companies)||March 30, 2022|
|Execution of merger agreement (merging companies)||March 30, 2022|
|General meeting of shareholders to approve merger (merging companies)||June 29, 2022 (tentative)|
|Merger date (effective date)||July 1, 2022 (tentative)|
(2) Merger Method
TechnoPro will be the surviving entity and EDELTA will be the absorbed entity.
(3) Allocations Related to Merger
As this transaction is a merger between wholly owned subsidiaries of TechnoPro Holdings, no new stock will be issued, no increase in stated capital will occur, and no payments will be made in connection with this merger.
(4) Stock Acquisition Rights and Bonds with Stock Acquisition Rights Related to Merger
No stock acquisition rights or bonds with stock acquisition rights were issued by EDELTA.
3. Overview of Merging Parties
|(1) Company Name||TechnoPro, Inc. (surviving entity)||EDELTA Co., Ltd. (absorbed entity)|
|(2) Head Office||6-10-1 Roppongi, Minato-ku, Tokyo||2-4-1 Nishi Shinjuku, Shinjuku-ku, Tokyo|
|(3) Representative||Gaku Shimaoka, Representative Director|
Koichiro Asai, Representative Director
|Yasuo Hayata, Representative Director|
|(4) Business Lines||Research and development, product development, and other technology services in the mechanical, electrical, electronic, embedded control, information systems, information infrastructure, chemical, bio, and other technical fields||Systems integration and packaged product sales|
|(5) Capital||101 million yen||10 million yen|
|(6) Established||June 2, 1997||April 27, 1984|
|(7) Major Shareholders and Ownership Ratios||TechnoPro Holdings, Inc. 100%||TechnoPro, Inc. 100%|
[Note on translation]
This is a translation of the original Japanese document and provided for informational purpose only. If there are any discrepancies between this and the original, the original Japanese document prevails.