Adastria Co., Ltd. (TSE:2685) entered into a letter of intent to acquire remaining 49% stake in Zetton Inc. (NSE:3057) from a group of shareholders on December 27, 2023. Adastria Co., Ltd. (TSE:2685) entered into a share exchange agreement to acquire remaining 49% stake in Zetton Inc. (NSE:3057) from a group of shareholders for ¥4.4 billion on March 21, 2024. Shares of zetton, which will become a wholly owned subsidiary of Adastria, will be delisted on May 30, 2024 (last trading date to be May 29, 2024) after completion of the designated procedures pursuant to the Nagoya Stock Exchange delisting regulations.

To make Zetton a wholly owned subsidiary, Adastria will deliver common shares of Adastria to the minority shareholders of Zetton as consideration. The board of Adastria and Zetton held a meeting to resolved to conduct the share exchange on March 21, 2024 and subsequently the agreement was signed. The transaction is subject to the approval of the agreement by a resolution of the zetton Ordinary General Meeting of Shareholders to be held on April 25, 2024.

A Special Committee consisting of independent members who have no interest in the controlling shareholder Adastria has been formed. The board of directors shall make its decisions with the utmost respect for the contents of the committee report. The transaction is expected to close on June 1, 2024.

iwaida partners is acting as the legal advisor to Zetton Inc. (NSE:3057) and SATO & Partners is acting the legal advisor to Adastria Co., Ltd. (TSE:2685). AGS Consulting Co., Ltd. acted as the financial and due diligence provider to Zetton.