Source disclosure: January 30, 2026
SCSK Corporation [9719.T]
TOKYO, Jan 30 (Kyodo) -- SCSK Corp., represented by President Takashi Tamae and listed on the Tokyo Stock Exchange Prime Market under code number 9719, announced today that its board has approved a tender offer and recommends shareholders to tender their shares. Additionally, the company's board decided to transfer its Secure Access Service Edge (SASE) platform business, known as the Cato cloud service, and its managed Cloud Security Posture Management (CSPM) service called Smart One Cloud Security (S1CS), through a simplified absorption split to its wholly-owned subsidiary, SCSK Security Co., Ltd.
The decision was made during a board meeting held on January 30, 2026, with the effective date of the split set for April 1, 2026. The move aims to enhance functional capabilities within the cloud security domain of SCSK Security, aligning with advancements in digital transformation (DX) and artificial intelligence (AI) usage, which have significantly altered IT environments and increased cybersecurity threats. By consolidating these operations, SCSK seeks to achieve an optimized zero-trust security approach aimed at maximizing customer value.
Regarding the specifics of the split, it will be executed without shareholder resolutions due to the nature of the simplified absorption split under Article 784, Paragraph 2 of Japan’s Companies Act for SCSK Corp. and the streamlined absorption split under Article 796, Paragraph 1 for SCSK Security. No share allocation or monetary compensation will occur from this transaction. Furthermore, there will be no changes to SCSK Corp.'s capital stock as a result of the split.
SCSK Security will assume all assets, liabilities, and other rights related to the transferred businesses according to the terms outlined in the absorption contract. Both companies believe they can fulfill any resulting obligations without issue. As of March 31, 2025, SCSK Corp. had a capital of 21.561 billion yen and issued 312,875,169 shares, while SCSK Security, established in August 2023, had a capital of 50 million yen and issued only 2,000 shares. The fiscal year-end for both entities is March 31st. Major shareholders include Sumitomo Corp. holding 50.59 percent of SCSK Corp.’s shares and SCSK Corp. itself owning 100 percent of SCSK Security. Financial highlights show SCSK Corp. reported sales of 596.065 billion yen and operating income of 66.121 billion yen for the fiscal year ending March 2025, compared to SCSK Security's figures of 7.254 billion yen in sales and 777 million yen in operating income.
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