EM Systems (4820), a provider of IT systems for medical institutions and nursing-care providers, said its board on Oct. 16 approved the absorption of wholly owned subsidiaries EM Technology Kenkyusho and Good Cycle System, effective Jan. 1, 2027.
EM Systems will be the surviving company, and both subsidiaries will be dissolved. The deal qualifies as a simplified merger for EM Systems under Article 796(2) of Japan's Companies Act and as a short-form merger for the two subsidiaries under Article 784(1), so none of the three companies will seek shareholder approval of the merger agreement. No shares will be allotted, and no stock acquisition rights are affected. EM Systems' trade name, head office, representative, business, capital and fiscal year-end will not change.
The company said the merger aims to strengthen group unity, significantly accelerate its ongoing post-merger integration (PMI) and put in place a structure for its growth strategy from the next fiscal year. By combining management resources, it seeks to expand the business, speed up decision-making and improve efficiency, with planning, development, sales and service unified under one structure.
EM Technology Kenkyusho, established July 1, 2020, with capital of ¥5 million, develops systems for medical institutions and nursing-care and welfare service providers. Good Cycle System, established Dec. 24, 2004, with capital of ¥380 million, develops and sells support systems for insurance pharmacies.
| Year to Dec. 2025 (¥ million) | EM Systems (consolidated) | EM Technology Kenkyusho | Good Cycle System |
|---|---|---|---|
| Net sales | 23,658 | 2,396 | 2,286 |
| Operating profit | 3,676 | 274 | 185 |
| Net profit attributable to owners of parent | 2,452 | 196 | 162 |
| Total assets | 27,506 | 1,191 | 977 |
The company said the impact on consolidated earnings will be minor because the merger involves wholly owned subsidiaries.
The merger agreement was signed Oct. 16, 2026, and the merger is scheduled to take effect Jan. 1, 2027.
| Hikari Tsushin, Inc. | |
| Offer price | ¥1,000 per common share |
| M&A / TOB | 1 |
| Guidance | 0 |
| Buybacks | 0 |
| Dividends | 0 |
| Capital | 0 |
| Earnings | 0 |
| People | 0 |
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