Gurunavi : Notice regarding Company Split (Simplified Absorption-type Company Split)

For immediate release

Name of Listed Company:	Gurunavi, Inc.
Listed Stock Exchanges:	Tokyo Stock Exchange
Stock Code:	2440
Representative:	Akio Sugihara, President

Notice regarding Company Split (Simplified Absorption-type Company Split)

October 30, 2019 ̶ At the meeting of the board of directors held today, Gurunavi, Inc. (the "Company") resolved to transfer its business regarding food delivery service for corporations (the "Business") to OMOTENASHI Co., Ltd. which is wholly owned subsidiary of STAR FESTIVAL INC. through an absorption-type company split under the simple method (the "Company Split").

Since the change in total assets of the Company is expected to be less than 10% of net assets as of the end of the most recent business year and the change in net sales is expected to be less than 3% of net sales in the most recent business year due to the Company Split, part of the disclosure is omitted in this announcement.

1. Purpose of the Company Split

In the "Medium-term Business Policy (FY2020-FY2022)", the Company has been working to regain trustworthiness from our customers in restaurant sales promotion support business which is our core business and reinforce earning structure by reducing fixed costs etc., positioning the period up to FY2022 as the foundation construction period for improving long- term corporate value. In this context, while considering reorganization of businesses and services other than restaurant sales promotion support business, the Company received a proposal regarding the transfer of the Business from STAR FESTIVAL INC. who is operating a website "Gochikuru" etc., a food delivery service of lunch boxes and catering.

The Company has been operating the Business as a service that contributes to the expansion of restaurant sales through business diversification, and at the same time a service that contributes to improving the operational efficiency of corporations.

The Company decided to carry out the Company Split, taking into consideration that transferring the Business to STAR FESTIVAL INC. could strengthen the Business itself and expand the value provided to restaurants and corporations as STAR FESTIVAL INC. has business knowhow from product development to sales promotion, logistics and settlement in the lunch box delivery and catering business, and could also promote mid-term business policy and improve the corporate value of the Company in the medium to long term.

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2.	Outline of the Company Split
(1)	Schedule of the Company Split
	Date of the resolution by the board of directors	October 30, 2019
	Conclusion date of the absorption-type company split	October 30, 2019
	agreement
	Effective date of the Company Split	January 1, 2020 (planned)

(Note) For the Company, the Company Split corresponds to simplified absorption-type company split prescribed in Article 784, Paragraph 2 of the Company Act. Therefore, The Company Split will be implemented without an approval by the Companyʼs shareholder meeting.

1. Method of the Company Split
   The Company Split will be absorption-type company split under the simple method, in which the Company will be the splitting Company and OMOTENASHI Co., Ltd. which is wholly owned subsidiary of STAR FESTIVAL INC. will be the succeeding company.
2. Details of allotment related to the Company Split
   The Company plans to receive 550 million yen from OMOTENASHI Co., Ltd., as a consideration for the Company Split. Please refer to "3. Basis of calculation of allotment related to the Company Split" for the calculation method of the consideration.
3. Handling of stock acquisition rights and bonds with stock acquisition rights with the Company Split
   There will be no change in stock acquisition rights issued by the Company due to the Company Split. The Company has not issued any bonds with stock acquisition rights.
4. Changes in capital due to the Company Split
   The capital of the Company will not change due to the Company Split.
5. Rights and obligations to be succeeded by the succeeding company
   OMOTENASHI Co., Ltd. will succeed from the Company the assets, liabilities, contracts, and other rights and obligations of the Business as of the effective date, as defined in the absorption-type company split agreement.
6. Probability of fulfillment of obligations
   It is understood that the Company and OMOTENASHI Co., Ltd. will be able to fulfill their respective obligations that have a maturity date on and after the effective date of the Company Split.

3. Basis of calculation of allotment related to the Company Split

The Company accepted due diligence from STAR FESTIVAL INC. for the transfer of the Business. In the Company, the business value was calculated by Discounted Cash Flow Method and Net Asset Approach at a third party. Thereafter, the Company and STAR FESTIVAL INC. consulted and negotiated based on the results of the respective evaluations, and determined the amount of the consideration that the Company will receive in the Company Split.

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4. Overview of the parties of the Company Split

		Splitting company	Succeeding company
		(As of September 30, 2019)	(As of October 30, 2019)
(1)	Name	Gurunavi, Inc.		OMOTENASHI Co., Ltd.
(2)	Address	1-2-2 Yurakucho, Chiyoda-ku,	4-20-3 Ebisu, Shibuya-ku,
		Tokyo		Tokyo
(3)	Name and title of	Akio Sugihara, President and	Yusuke Kishida, President and
	representatives	Representative director		Representative director
(4)	Description of	Web-based information		Internet service business
	business	provision relating to
		restaurants etc. using the
		platform of PC and
		smartphones etc.
		Provision of support service
		associated with the
		management of restaurants
		etc. and other related business
(5)	Capital	2,334 million yen		10 million yen
(6)	Date of establishment	October 2, 1989		October 23, 2019
(7)	The total number of	48,675,100 shares		100 shares
	shares issued
(8)	Fiscal year-end	March 31		June 30
(9)	Major shareholders	Rakuten, Inc.	15.0%	STAR FESTIVAL INC. 100.0%
	and shareholding	Hisao Taki	12.7%
	ratio	Japan Traffic Culture	4.0%
		Association
		The Master Trust Bank	2.6%
		of Japan, Ltd. (Trust
		account)
		Odakyu Electric	2.4%
		Railway Co., Ltd.
(10) Financial position and performance for the most recent business year
Fiscal year-end	March 31, 2019 (Consolidated)	-
Net asset	18,704 million yen	-
Total asset	23,797 million yen	-
Net asset per share	398.48 yen	-
Net sales	32,728 million yen	-
Operating income	1,216 million yen	-
Ordinary income	1,289 million yen	-
Net income attributable	581 million yen	-
to owners of parent
Basic earnings per share	12.42 yen	-
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(Note 1) The shareholding ratio is calculated based on the total number of shares issued after deduction of treasury stock.

(Note 2) Since OMOTENASHI Co., Ltd. is a newly established company established on October 23, 2019, there are no relevant items on the financial position and performance for the most recent business year.

(Reference) Overview of STAR FESTIVAL INC.

(1)	Name	STAR FESTIVAL INC.
(2)	Address	4-20-3 Ebisu, Shibuya-ku, Tokyo
(3)	Name and title of representatives	Yusuke Kishida, Chief Executive Officer
(4)	Description of business	Internet service business
(5)	Capital	100 milion yen
(6)	Date of establishment	July 7, 2019
(7)		Relationship with the Company
		Capital relationship	None
		Personal relationship	None
		Trade relationship	The Company consign a part of the delivery
			services in its food delivery business to STAR
			FESTIVAL INC.
		Related party status	None

5. Overview of the business to be split

(1) Details of the business to be split

Planning and operation of food delivery service for corporations.

1. Financial performance of the business to be split (in the fiscal year ended March 31, 2019) Net sales 622 million yen
2. Items and book value of assets and liabilities to be split (As of June 30, 2019)

Assets		Liabilities
Items		Book value	Items		Book value
Current assets		481 million yen	Current liabilities		79 million yen
Non-current assets		86 million yen	Non-current liabilities		ー million yen
Total		568 million yen	Total		79 million yen

(Note) The actual amount of assets and liabilities to be split will be settled after reflecting the changes in the amount up to the effective date of the Company Split.

1. Status of the parties after the Company Split
   There will be no change in name, head office, representative, description of business, capital or account closing day of the Company and OMOTENASHI Co., Ltd. due to the Company Split.
2. Outlook

The impact of the Company Split on the consolidated business performance is insignificant.

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(Reference) Consolidated business forecasts for the year ending March 31, 2020 (announced on October 30, 2019) and consolidated operating results for the previous fiscal year.

		Operating		Net income
(Million yen)	Net sales	Ordinary income	attributable to
income
			owners of parent
Consolidated business
forecasts for the year	30,800	(2,000)	(2,000)	(2,050)
ending March 31, 2020
Consolidated operating
results for the year	32,728	1,216	1,289	581
ended March 31, 2019

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