The following information was originally prepared and published by DeNA Co., Ltd. in Japanese as it contains timely disclosure materials to be submitted to the Tokyo Stock Exchange. This English translation is for your convenience only. To the extent there is any discrepancy between this English translation and the original Japanese version, please refer to the Japanese version.

May 25, 2022

Company name:

DeNA Co., Ltd.

(TSE Prime Stock Code: 2432)

Name of representative:

Shingo Okamura, President & CEO

Contact person:

Jun Oi, Member of the Board (CFO)

Tel.:

03-6758-7200

Notice Regarding Acquisition of Shares by Underwriting Third-Party Allotment of Shares for Allm Inc., and Conclusion of Basic Agreement to Make Said Company a Subsidiary

DeNA Co., Ltd. would like to announce that in a Board of Director's meeting held today, it passed a resolution to acquire shares of Allm Inc ("Allm"). As of today, DeNA also concluded a basic agreement with Allm and with the Representative director/CEO of Allm Teppei Sakano ("Mr. Sakano") for the purpose of making Allm a subsidiary, through the process described in "3. Method for making subsidiary" below. DeNA plans to proceed with share acquisitions in stages to make Allm a subsidiary.

1. Reason and objective

DeNA aims to Entertain and to Serve through its businesses. DeNA seeks to embody a new evolution as a technology company by forming an earnings base making use of characteristics of both its Entertain and Serve approach as well as forming synergies between the approaches. As a part of the Serve approach, DeNA aims to build businesses that grow in a stable and sustainable manner. In this approach DeNA also seeks growth opportunities, including considering M&A, etc. as a strategic option. DeNA has worked to build up long term business value, and is further accelerating its strategy for mid to long term growth.

The philosophy of the medical ICT startup Allm is "Through the power of ICT, we help to eliminate disparities and inefficiencies in healthcare, while increasing the access to quality care and wellbeing for all." Allm provides multiple solutions and healthcare services to encourage digital transformation in a variety of medical and care settings. One of Allm's main solutions is Join, a program for general image diagnosis equipment. In 2016 the Join app became the first program medical device approved in Japan for insurance treatment. Join allows medical practitioners to communicate in a secure environment. Join is used at approximately 470 medical institutions such as the core hospitals that serve as the foundation of regional medical care in Japan. In total Join has been adopted by 1,100 medical institutions in Japan and approximately 30 countries around the world, and its use has been expanding rapidly particularly in the field of emergency care. As part of the response to COVID-19 Allm's MySOS, a personal health record app, has been adopted by the Ministry of Health, Labour and Welfare of Japan Health Monitoring Center for Overseas Entrants as the health and location monitoring app for overseas entrants. Allm's Team, a community-based comprehensive care app, has been adopted by local municipalities as a care management system for those who test positive. The above are some examples of Allm's business areas expanding to include a range from acute medical care to infection response.

The wave of digital transformation and social need to change the way medical services are provided, including the transformation of IoT, AI, and sensor technology and the need to respond to COVID-19, has already arrived for the medical and care fields. Allm solutions and healthcare services will also significantly contribute to addressing the severe lack of doctors, uneven distribution of doctors, the 2024 problem, and other medical sustainability issues, as well as the need for remote diagnosis and various other problems being faced in the medical & care fields and society in general. Allm can expect to see further spread and use of its solutions and healthcare services as more diagnostic fields make use of them and added value increases with the connection to IoT.

DeNA plans to make Allm a subsidiary, and make use of DeNA's community management, security, and other technology and business planning, business development, and negotiation capabilities to accelerate Allm's growth. These efforts will be in parallel with, for example cooperation with SOMPO Light Vortex Inc. in the remote diagnosis area, with Mitsui & Co., Ltd. for further global expansion, with Seibu Holdings, Inc. who will newly join and coordinate with the smart city area, and other shareholders and partners. At the same time, DeNA will proactively work to create synergies with DeNA's businesses, including the health big data strategy in its healthcare businesses and aim to enhance the earnings base for its Serve approach.

2. Overview of the target company

(1)

Company name

Allm Inc.

(2)

Address

Shibuya Mark City West 16F, 1-12-1 Dogenzaka, Shibuya-ku, Tokyo

Japan

(3)

Name and title of

Teppei Sakano, Representative director/CEO

representative

Medical and healthcare related mobile ICT business

(4)

Description of business

Community-based comprehensive care promotion business

Business incubation

(5)

Stated capital

100 million yen

(6)

Established

April 18, 2001

Teppei Sakano: 60.3%

SOMPO Light Vortex Inc.: 5.1%

Shareholding percentage

Koninklijke Philips N.V.: 5.0%

(7)

of major shareholders (as

DVP Investment Partnership: 4.1%

of January 31, 2022)

BIG 1 Investment Limited Liability Partnership: 3.9%

Future Investment, Inc.: 3.4%

Mitsui & Co., Ltd.: 3.2%

Capital

No applicable items.

relationship

No applicable items between DeNA and Allm. The

Representative director/CEO of Allm, Mr. Sakano, is a

director of Nippontect Systems Co., Inc., a subsidiary of

Relationship between

Personnel

DeNA.

(8)

listed company and this

Further, the DeNA director Jun Oi is expected to become

relationship

company

a representative director of Allm after approval at the

Allm extraordinary general meeting of shareholders and

approval by the board of directors meeting, both

scheduled to be held on June 30, 2022.

Transactional

No applicable items.

relationship

(9)

Consolidated results of operations and consolidated financial position of the three previous fiscal years*

Fiscal year-end

Fiscal year ended

Fiscal year ended

Fiscal year ended

March 31, 2020

March 31, 2021

August 31, 2021**

Consolidated net assets

1,720 million yen

4,517 million yen

3,288 million yen

Consolidated total assets

3,001 million yen

5,827 million yen

4,853 million yen

Consolidated net assets per

635.08 yen

1,499.24 yen

1,077.14 yen

share

Consolidated revenue

812 million yen

1,565 million yen

1,029 million yen

Consolidated operating profit

(1,116 million yen)

(689 million yen)

(362 million yen)

Consolidated ordinary income

(1,103 million yen)

(478 million yen)

(286 million yen)

Net income for the period

attributable to owners of the

(1,040 million yen)

(496 million yen)

(1,060 million yen)

parent

Consolidated net income for the

(397.05 yen)

(181.57 yen)

(361.91 yen)

period per share

Dividend per share

- yen

- yen

- yen

*Allm conducted a 1,000-for-1 stock split of shares of common stock on July 17, 2019, based on a resolution passed at a meeting of the Allm Board of Directors on June 11, 2019. Allm conducted a 1,000- for-1 stock split of Class A preferred shares on July 21, 2021, based on a resolution of the Allm Board of Directors on June 14, 2021. Consolidated net assets per share and consolidated net income for the period per share are calculated on the assumption that the stock split was conducted at the beginning of the fiscal year ended March 31, 2020.

**Due to a change in the fiscal year-end, the fiscal year ended August 31, 2021 was an irregular period of five months.

3. Method for making subsidiary

As a first step, DeNA expects to underwrite a third-party allotment of new shares of Allm, and in July 2022, Allm is expected to become an equity-method affiliate of DeNA in which DeNA will hold a 37.3% stake. After that, with DeNA acquiring Allm common shares held by Mr. Sakano subject to Allm's acquisition of additional own shares by acquiring treasury stock from existing shareholders, cancellation of said stock and the completion, etc. of various procedures related to the process to make the subsidiary, Allm is expected to become a subsidiary of DeNA, with DeNA having a shareholding of 57.5%. DeNA plans to discuss and consider further details with Allm and Mr. Sakano regarding the timing and method of making the subsidiary, etc.

In the future additional shares may be acquired depending on the status of discussions or negotiations, etc. with Allm and Allm's shareholders.

DeNA is considering making some use of debt, etc. in order to carry out this transaction. If there are any matters to be disclosed then DeNA will disclose them in a timely manner.

4. Number of shares to be acquired, acquisition price, and the number of shares held before and after the acquisition*

No. of shares held before the

0 shares

(1)

(Number of voting rights held: 0)

change

(Percentage of voting rights held: 0.0%)

(2)

No. of shares to be acquired

2,264,400 shares

(Number of voting rights held: 2,264,400)

Allm Inc. common shares

29,108 million yen

(3)

Acquisition price

Advisory fee, etc. (estimate)

146 million yen

Total (estimate)

29,254 million yen

No. of shares held after the

2,264,400 shares

(4)

(Number of voting rights held: 2,264,400)

change

(Percentage of voting rights held: 57.5%)

*This is the current forecast and is subject to change. After the third-party allotment, Allm acquisition and cancellation of treasury stock, and other acquisition procedures are complete the number of issued shares is expected to be 3,937,000 shares.

5. Schedule*

(1)

Date of board of directors

May 25, 2022

resolution

(2)

Date of conclusion of basic

May 25, 2022

agreement

Date of extraordinary general

(3)

meeting of shareholders for

June 30, 2022 (scheduled)

Allm Inc.

(4)

Date of share acquisition

July 1, 2022 (scheduled)

*This is the schedule until the completion of the underwriting of the third-party allotment of shares, which is the first step mentioned above. DeNA plans to discuss and consider further details with Allm and Mr. Sakano regarding the timing and method of making the subsidiary, etc.

6. Outlook

The financial performance of Allm is shown in "2. Overview of the target company." The expected impact on the DeNA Group's consolidated financial performance for the fiscal year ending March 31, 2023 is limited.

DeNA is engaged in initiatives to enhance the earnings base in its Serve approach. DeNA has aimed to achieve meaningful profit in the Healthcare Business by the fiscal year ending March 31, 2024, and this initiative is expected to be a significant contributor to these goals.

As mentioned above, the share acquisitions are expected to proceed in stages. If there are any matters to be disclosed regarding the progress, etc. then DeNA will disclose them in a timely manner.

(Reference)

Profit for the

Operating

Profit before

Profit for the

period

Basic

Revenue

attributable to

earnings per

profit

tax

period

owners of the

share

parent

Millions of yen

Millions of yen

Millions of yen

Millions of yen

Millions of yen

Yen

Consolidated

financial results

130,868

11,462

29,419

30,651

30,532

256.45

(Fiscal year ended

March 31, 2022)

For inquiries please contact:

IR Department (ir@dena.com)

DeNA Co., Ltd. (https://dena.com)

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DeNA Co. Ltd. published this content on 25 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2022 16:12:42 UTC.