Source disclosure: January 26, 2026

Headwaters Co.,Ltd [4011.T]

TOKYO — Headwaters Co., Ltd. announced today that it has entered into an absorption merger agreement with BBD Initiative Co., Ltd., which will result in several subsidiary companies becoming part of its organizational structure. The company made this decision to unify and integrate their operations under equal partnership principles.

The merger agreement was concluded following resolutions by both companies' boards of directors on January 26, 2026. This consolidation is contingent upon approval from shareholders during scheduled meetings: Headwaters Co.'s regular general meeting set for March 27, 2026, and BBD Initiative's extraordinary general meeting held concurrently. If approved, the effective date of the merger will be May 1, 2026, at which point five subsidiaries—BlueTech Co., Ltd., ArchitectCore Co., Ltd., Net Business Support Co., Ltd., Boost Marketing Co., Ltd., and RocketStarter Inc.—will become part of Headwaters Co.'s corporate family.

In detail, BlueTech Co., Ltd., established in October 2006, specializes in DX (Digital Transformation) services and currently holds a capital stock of ¥1 billion. Over the past three fiscal years ending September 2025, BlueTech reported increasing revenues and profits, culminating in a net income attributable to parent company shareholders of ¥117.9 million, up from ¥153.7 million two years prior. Similarly, ArchitectCore Co., Ltd., founded in August 1989, focuses on BPO (Business Process Outsourcing) services and has seen steady growth in its financial performance since 2023, despite fluctuating profitability levels.

Net Business Support Co., Ltd., formed in February 2014, also operates within the DX sector and has demonstrated consistent revenue increases alongside rising earnings per share, reaching ¥110,418.63 as of the latest reporting period. Conversely, Boost Marketing Co., Ltd., created in October 2022, has experienced declining asset values and negative net incomes over recent periods, reflecting challenges in sustaining profitability. Despite these varying performances across the subsidiaries, all four entities have been wholly owned by BBD Initiative Co., Ltd., indicating a strategic alignment with Headwaters Co.’s vision post-merger.

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