Planned absorption of a wholly owned subsidiary
SoftBank plans to merge its wholly owned subsidiary JCV with an effective date of May 1, 2026. SoftBank will remain the surviving company, and JCV will be dissolved.
日本コンピュータビジョン株式会社
ReclamarSoftBank's IR notice on merging its wholly owned subsidiary 日本コンピュータビジョン株式会社 (JCV), with schedule, procedures, and impact outlook.
Notice of SoftBank's Absorption-Type Merger of 日本コンピュータビジョン株式会社
Nippon Computer Vision Corporation (JCV) was established in 2019 as a wholly owned subsidiary of SoftBank Corporation and develops and sells facial recognition solutions based on image recognition technology. This page is a February 26, 2025 IR announcement notifying that SoftBank will merge JCV through an absorption-type merger.
As part of digital transformation efforts for companies and local governments, SoftBank has been working on biometric authentication solutions for building entry/exit and security areas, such as smart buildings. After the merger, SoftBank says it will unify its management structure and aim to enhance corporate value across the group through more efficient administrative operations.
The merger is scheduled to become effective on May 1, 2026, and will be carried out as an absorption-type merger with SoftBank as the surviving company and JCV as the disappearing company. Because JCV is a wholly owned subsidiary, no shares or cash will be allotted, and the process will proceed through simplified and short-form procedures without holding a shareholders' meeting.
Key Points
Proceeding through simplified procedures
This merger qualifies as a simplified absorption-type merger for SoftBank and a short-form merger for JCV, so no shareholders' meeting will be held to approve the merger agreement.
Integration of biometric authentication and facial recognition businesses
JCV has developed and sold facial recognition solutions using image recognition technology. SoftBank plans to continue promoting digital transformation for companies and local governments in the biometric authentication field.
Merger premised on eliminating excess liabilities
Before the merger, JCV plans to carry out a third-party allotment capital increase with SoftBank as the allottee in order to eliminate its excess liabilities. Execution of the merger agreement is contingent on that elimination.
No allotment and no applicable stock acquisition rights
Because JCV is a wholly owned subsidiary, there will be no allotment of shares or cash in connection with the merger, and there are no matters concerning stock acquisition rights or bonds with stock acquisition rights.
Suggested Highlights
Review the key points of the IR announcement
Suitable when you want to quickly confirm the relationship between SoftBank and JCV, the purpose of the merger, the effective date, and whether a shareholders' meeting will be held.
Understand the position of the facial recognition business
Useful when you want to understand what technologies and businesses JCV has been responsible for and where it fits within SoftBank's biometric authentication strategy.
Refer to basic information about the parties involved
Can be used when you want to reference basic company information such as company name, location, representative, capital, incorporation date, and fiscal year-end.
Check merger terms and outlook
Appropriate when you want to check the expected impact of the merger on SoftBank's consolidated results and the procedure flow premised on eliminating excess liabilities.
Pros and Cons
Pros
- It clearly explains SoftBank's efforts in the biometric authentication field and the role of JCV's facial recognition technology.
- The merger schedule, structure, presence or absence of allotments, and whether a shareholders' meeting is required are stated specifically.
- It states that after the merger, SoftBank will continue promoting digital transformation for companies and local governments.
Cons
- This page is an IR disclosure about a merger, so it does not provide detailed product features or operating instructions for end users.
- No pricing, implementation conditions, contract unit information, or similar sales details are included.
FAQ
What kind of announcement is this?
This notice announces that SoftBank Corporation will merge its wholly owned subsidiary, Nippon Computer Vision Corporation (JCV), through an absorption-type merger. JCV is scheduled to be dissolved on May 1, 2026, the effective date.
What kind of business has JCV been engaged in?
SoftBank has continued efforts to provide biometric authentication solutions for companies and local governments, and JCV has developed and sold facial recognition solutions using image recognition technology. SoftBank explains that it will continue working in this area after the merger.
What are the main dates for the merger?
The schedule is as follows: board resolution on November 26, 2025; merger agreement signing on November 26, 2025 (planned); and effective date on May 1, 2026 (planned).
Will shareholders' meetings be held?
This merger is a simplified absorption-type merger involving a wholly owned subsidiary. Under Article 796, Paragraph 2 of the Companies Act on the SoftBank side and Article 784, Paragraph 1 on the JCV side, no shareholders' meetings will be held.
What happens to allotments and stock acquisition rights in the merger?
Because JCV is SoftBank's wholly owned subsidiary, there will be no allotment of shares or other monetary consideration in connection with this merger. There are also no applicable matters regarding stock acquisition rights or bonds with stock acquisition rights.
Quick Facts
- Category
- Corporate IR
- Company
- ソフトバンク株式会社
- Target entity
- 日本コンピュータビジョン株式会社（JCV）
- Effective date
- May 1, 2026 (planned)
- Announcement date
- November 26, 2025
- Source domain
- japancv.co.jp