July 15, 2022

To whom it may concern

Company Name: AVANT CORPORATION

Name of Representative: Tetsuji Morikawa, President and Representative Director

(Code: 3836, TSE Prime Market)

Inquiries: Naoyoshi Kasuga, Director

(TEL: 03-6388-6739)

(Disclosure Progress Report) Notice of Additional Information Regarding Absorption-Type

Demerger between Consolidated Subsidiaries

As announced in the "Notice Concerning Determination of the Group's Reorganization Policy (Corporate Separation between Consolidated Subsidiaries), Change of the Company's Trade Name, Partial Change of the Articles of Incorporation and Change of Trade Name of Consolidated Subsidiary" dated June 22, 2022, the Company hereby announces that effective today, its consolidated subsidiaries have entered into an absorption-type company demerger agreement with respect to the reorganization of the Company group (hereby referred to as the "Reorganization") where DIVA CORPORATION, a consolidated subsidiary, shall succeed to the development business of consolidated accounting related systems (main products carry brands such as "DivaSystem LCA" and "DivaSystem FBX") to FIERTE CORPORATION, a consolidated subsidiary of the Company, by way of an absorption-type demerger (hereinafter referred to as "No. 1 absorption-type demerger"), and ZEAL CORPORTION, a consolidated subsidiary, shall transfer its corporate performance management ("CPM") unit business to DIVA CORPORATION by way of absorption-type company demerger (hereinafter referred to as the "No. 2 absorption-type demerger").

Since the Reorganization is an absorption-type demerger between consolidated subsidiaries of the Company and does not fall under the standards for timely disclosure, some disclosure items and details have been omitted.

Note

Outline of the Absorption-type Demerger

No.1 Absorption-Type Company Demerger Agreement

(1) Schedule of the absorption-type demerger

Date of resolution by the Company's Board of Directors

(decision on the Reorganization Policy):June 22, 2022 Date of conclusion of absorption-type demerger agreement

1

(DIVA CORPORATION and FIERTE CORPORATION):

July 15, 2022

Scheduled date of resolution for approval at the general meeting of shareholders

(DIVA CORPORATION and FIERTE CORPORTION):

September 27, 2022 (TBD)

Effective date of the absorption-type demerger:

October 1, 2022 (TBD)

(2) Method of absorption-type demerger

An absorption-type demerger in which DIVA CORPORATION (to be renamed AVANT CORPORATION as of the effective date) will be the splitting company and FIERTE CORPORATION (to be renamed DIVA CORPORATION as of the effective date) will be the successor company.

(3) Allotment of shares related to the absorption-type demerger

No shares will be allotted, or other consideration will be delivered in connection with No.1 Absorption-type demerger.

  1. Treatment of stock acquisition rights and bonds with stock acquisition rights in connection with the split company Not applicable.
  2. Increase or decrease in capital due to absorption-type demerger

There will be no increase or decrease in the capital of the successor company as a result of the first absorption- type demerger.

(6) Rights and obligations to be succeeded to by the successor company

To the extent provided for in the absorption-type demerger agreement dated today, the Company will assume the assets, liabilities and other rights and obligations related to the development business of the divesting company's consolidated closing support systems (main product brands: "DivaSystem LCA" and "DivaSystem FBX"). In addition, the debt to be assumed by the successor company shall be a superimposed assumption of debt.

(7) Prospect of fulfillment of obligations

Since the Company's consolidated subsidiaries manage balance sheet items as company-wide assets and liabilities, the items and book values of the assets and liabilities subject to No.1 Absorption-type Demerger will be calculated by the effective date of No.1 Absorption-type Demerger. However, as stated above, the Company has determined that there will be no problem with the prospects for performance of the obligations to be assumed by the successor company, since the obligations to be assumed by the successor company will be assumed by the Company in a superposition of obligations.

Split company

Successor company

(1) Name

DIVA CORPORATION (to be

FIERTE CORPORATION (to be

2

renamed "AVANT

renamed "DIVA CORPORATION"

CORPORATION" as of the

as of the effective date)

effective date)

(2)

Location

15-2, Konan 2-chome,Minato-ku,

5-1,Nishi-Shinjuku6-chome,

Tokyo

Shinjuku-ku, Tokyo

(3)

Title and name of

Tetsuji Morikawa, President and

President and Representative

representative

Representative Director

Director Gen Nagata

Development, sales and consulting

(4)

Business

of software for group governance

Outsourcing-related business

(consolidated accounting/business

management)

(5)

Capital stock

100 million yen

100 million yen

(6)

Date of Establishment

May 26, 1997 (establishment)

August 7, 2017

October 1, 2013 (Establishment)

(7)

Number

of shares

4,000 shares

4,000 shares

outstanding

(8)

Fiscal year end

end of June

end of June

(9)

Major

Shareholders

and

Shareholding

AVANT CORPORATION 100%.

AVANT CORPORATION 100%.

Ratio

(10) Financial position and results of operations for the most recent fiscal year (ending June 30, 2021)

Net assets

1,495 million yen

588 million yen

Total assets

5,223 million yen

1,366 million yen

Net assets per share

373,761.45 yen

147,032.29 yen

Net sales

7,822 million yen

2,479 million yen

Operating income

1,832 million yen

523 million yen

Net income attributable to owners of

1,269 million yen

368 million yen

the parent

Net income per share

317,303.69 yen

92,320.29 yen

Outline of business divisions to be split off in No. 1 Absorption-Type Demerger

(1) Business of the division to be split

Development business of consolidated closing support systems (main product brands: "DivaSystem LCA" and "DivaSystem FBX")

  1. Items and book value of assets and liabilities to be split 3

Since the Company's consolidated subsidiaries manage balance sheet items as corporate assets and liabilities, the items and book values of the assets and liabilities subject to the No.1 absorption-type demerger agreement will be calculated by the effective date of the No. 1 absorption-type demerger.

No.2 Absorption-Type Demerger Agreement

(1) Schedule of the absorption-type demerger

Date of resolution by the Company's Board of Directors

(decision on the Reorganization Policy):

June 22, 2022

Date of conclusion of absorption-type demerger agreement

(ZEAL CORPORATION and DIVA CORPORATION):

July 15, 2022

Scheduled date of resolution for approval at the general meeting of shareholders

(ZEAL CORPORATION and DIVA CORPORATION):

September 27, 2022 (TBD)

Effective date of the absorption-type demerger:

October 1, 2022 (TBD)

(2) Method of absorption-type demerger

An absorption-type demerger in which ZEAL CORPORATION will be the splitting company and DIVA CORPORATION (to be renamed AVANT CORPORATION as of the effective date) will be the successor company.

(3) Allotment of shares related to the absorption-type demerger

No shares will be allotted, or other consideration will be delivered upon the No.2 Absorption-type Demerger.

  1. Treatment of stock acquisition rights and bonds with stock acquisition rights in connection with the split company Not applicable.
  2. Increase or decrease in capital due to absorption-type demerger

There will be no increase or decrease in the capital of the successor company as a result of the second absorption- type demerger.

(6) Rights and obligations to be succeeded to by the successor company

To the extent provided for in the absorption-type demerger agreement dated today, the Company will assume the rights and obligations, including assets and liabilities, related to the business under the jurisdiction of the CPM Unit of the demerged company. In addition, the debt to be assumed by the successor company shall be a superimposed assumption of debt.

(7) Prospect of fulfillment of obligations

Since the Company's consolidated subsidiaries manage balance sheet items as company-wide assets and liabilities,

4

the items and book values of the assets and liabilities subject to the second absorption-type demerger agreement will be calculated by the effective date of the second absorption-type demerger. However, as stated above, the Company has determined that there will be no problem with the prospects for performance of the obligations to be assumed by the successor company, since the obligations to be assumed by the successor company will be assumed by the Company in the form of superimposed assumption of obligations.

Split company

Successor company

(1)

Name

ZEAL CORPORATION

DIVA CORPORATION

(2)

Location

2-13-17Kami-Osaki, Shinagawa-

15-2, Konan 2-chome,Minato-ku,

ku, Tokyo

Tokyo

(3)

Title and name of

Takahiro Okabe, President and

Tetsuji Morikawa, President and

representative

Representative Director

Representative Director

Development, sales and consulting

(4)

Business

BI/DWH consulting, integration

of software for group governance

and package sales

(consolidated accounting/business

management)

(5)

Capital stock

100 million yen

100 million yen

(6)

Date of Establishment

July 1, 2012 (Establishment)

May 26, 1997 (establishment)

October 1, 2013 (Establishment)

(7)

Number

of shares

4,000 shares

4,000 shares

outstanding

(8)

Fiscal year end

end of June

end of June

(9)

Major

Shareholders

and

Shareholding

AVANT CORPORATION 100%.

AVANT CORPORATION 100%.

Ratio

(10) Financial position and results of operations for the most recent fiscal year (ending June 30, 2021)

net assets

975 million yen

1,495 million yen

total assets

2,564 million yen

5,223 million yen

Net assets per share

243,828.61 yen

373,761.45 yen

Net sales

6,250 million yen

7,822 million yen

Operating income

810 million yen

1,832 million yen

Net income attributable to owners of

538 million yen

1,269 million yen

the parent

Net income per share

134,507.82 yen

317,303.69 yen

Outline of business divisions to be split off in No. 2 Absorption-type Demerger 5

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Avant Corporation published this content on 15 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 July 2022 04:23:09 UTC.