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    2432   JP3548610009

DENA CO., LTD.

(2432)
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DeNA : Notice Regarding Company Split (Simple Absorption-Type Company Split)

03/28/2019 | 01:20am EDT

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.

March 28, 2019

Company name:

DeNA Co., Ltd.

(TSE First Section Stock Code: 2432)

Name of representative: Isao Moriyasu, President & CEO

Contact person:

Jun Oi, Executive Officer, Head of

Corporate Unit

Tel.:

03-6758-7200

Notice Regarding Company Split (Simple Absorption-Type Company Split)

DeNA Co., Ltd. would like to announce that during a Board of Directors meeting held today, it passed a resolution to undertake a simple absorption-type company split of a part of its business (hereinafter referred to as "company split"), and have Ostance, Inc. succeed DeNA to this business.

Please note that because this company split is expected to result in a change in DeNA's total assets that is less than 10% of DeNA's net assets as of the last day of the most recent fiscal year, and a less than 3% change in DeNA's revenue from the most recent fiscal year, DeNA has omitted some items in this disclosure.

1. Purpose of the company split

DeNA has operated the social networking website for hobby-based social exchange among senior citizens called Shumee-to Club since December 2007. Recently, Ostance, Inc. made a proposal to acquire Shumee-to Club, and DeNA decided to agree to this proposal in order to facilitate the future growth of this business.

2. Summary of the company split

(1) Schedule

Date of board of directors resolution

March 28, 2019

Date of conclusion of the company split

March 28, 2019

agreement

Implementation date (effective date)

May 15, 2019 (Scheduled)

*As the company split to be conducted by DeNA corresponds to a simple absorption-type split as defined in Article 784, Paragraph 2 of the Companies Act, it will be implemented without the approval and resolution of the General Meeting of Shareholders.

(2)Company split method

Absorption-type company split, where DeNA is the splitting company, and Ostance is the succeeding company.

(3)Allotment in this company split

As compensation for this company split, DeNA expects to receive approx. 11 million yen in monies from Ostance, which is the difference between 1) trade receivable, prepaid expenses, other current assets, and 2) accounts payable, prepayments received, and other current liabilities on the balance sheet as of April 30, 2019. The details of the assets and liability items and monetary amounts to be split are as described below, and no significant change is expected before the abovementioned date.

(4)Treatment of stock acquisition rights and bonds with stock acquisition rights accompanying the company split

There are no applicable items.

(5)Changes to capital due to the company split There are no changes in capital.

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

Ostance will succeed to assets, liabilities and the accompanying rights and obligations held by DeNA relating to the business subject to the company split as of the effective date of the split, excluding those which are otherwise noted in the company split agreement. The assumption of liabilities by Ostance will be undertaken without recourse to DeNA.

(7)Prospect of fulfillment of obligations

DeNA as well as Ostance are judged to be capable of fulfilling the obligations to be borne after the effective date of the company split.

3.Allotment in this company split and calculation approach

In calculating the amount of monies to be delivered to DeNA for this company split, DeNA and Ostance

have reached a decision based on discussion and negotiation, with consideration for the assets and liabilities included in the succession.

4.Overview of the parties of the company split Splitting company (DeNA)

(1)

Company name

DeNA Co., Ltd.

(2)

Address

2-21-1 Shibuya, Shibuya-ku, Tokyo, Japan

(3)

Name and title of representative

Isao Moriyasu, President & CEO

(4)

Description of business

Game business, e-commerce business, sports business, new

businesses & others

(5)

Stated capital

10,397 million yen

(6)

Established

March 4, 1999

(7)

Number of shares issued

150,810,033 shares

(8)

Fiscal year-end

March 31

(9)

Shareholding percentage of major

Tomoko Namba

13.61%

shareholders (as of the end of

Nintendo Co., Ltd.

10.38%

September 2018)

Japan Trustee Services Bank, Ltd.

9.24%

(10)

Financial position and operating results as of the previous fiscal year*

Fiscal year-end

Fiscal year ended March 31, 2018 (consolidated)

Total equity

271,150 million yen

Total assets

344,609 million yen

Equity per share attributable to owners of

1,810.25 yen

the parent

Revenue

139,390 million yen

Operating profit

27,503 million yen

Profit before tax

30,390 million yen

Profit for the period

23,616 million yen

Profit attributable to owners of the parent

22,981 million yen

Basic earnings per share attributable to

158.34 yen

owners of the parent

*The DeNA Group's consolidated financial statements are prepared in accordance with IFRS.

Succeeding company (Ostance)

(1)

Company name

Ostance, Inc.

(2)

Address

1-12-12 Shinjuku, Shinjuku-ku, Tokyo, Japan

(3)

Name and title of representative

Ryoto Kikukawa, Representative Director & President

(4)

Description of business

Wedding business, advertising business, senior citizen business,

production business

(5)

Stated capital

3 million yen

(6)

Established

January 9, 2015

(7)

Number of shares issued

300 shares

(8)

Fiscal year-end

March 31

(9)

Shareholding percentage of

Ryoto Kikukawa

100.0%

major shareholders

(10)

Financial position and operating results as of the previous fiscal year*

Fiscal year-end

Fiscal year ended March 31, 2018 (non-consolidated)

Net assets

220 thousand yen

Total assets

24,428 thousand yen

Net assets per share

735.52 yen

Revenue

24,314 thousand yen

Operating profit

(2,892 thousand yen)

Ordinary income

(2,891 thousand yen)

Net income

(2,938 thousand yen)

Net income per share

(9,794.01 yen)

5.Overview of the business department to be split

(1)Business description of the department to be split

Planning and operation of Shumee-to Club, a social networking website for hobby-based social exchange among senior citizens in Japan.

(2)Operating results for the department to be split (Fiscal year ended March 31, 2018)

Operating results of the

Operating results of

Ratio (a/b)

business (a)

DeNA (consolidated) (b)

Revenue

58 million yen

139,390 million yen

0.0%

(3) Assets and liability items and monetary amounts to be split

Assets

Liabilities

Item

Book value

Item

Book value

Current assets

20 million yen

Current liabilities

1 million yen

Non-current assets

26 million yen

Non-current liabilities

-

Total

46 million yen

Total

1 million yen

*The amounts of assets and liabilities to be split are based on the balance sheets as of March 31, 2018. The actual amounts of assets and liabilities to be split will be determined by adjusting the above amounts to reflect changes to the assets and liabilities up to the effective date of the split.

6. Status of the listed company and the succeeding company in the absorption-type company split after the company split

No changes are expected in the company name, address, name and titles of representative, description of businesses, stated capital, or fiscal year-end for DeNA or Ostance as a result of this company split.

7. Future outlook

The impact of this company split on the operating results forecast for the fiscal year ending March 31, 2019 and future operating results is expected to be minimal.

(Reference) Consolidated financial results forecast for the fiscal year ending March 31, 2019 (as of February 5, 2019) and previous consolidated financial results

Profit for the period

Revenue

Operating profit

attributable to

Basic earnings per

owners of the

share

parent

Financial results

Millions of yen

Millions of yen

Millions of yen

Yen

forecast

(fiscal year ending

125,800

13,600

10,500

72.26

March 31, 2019)

Previous financial

results

139,390

27,503

22,981

158.34

(fiscal year ended

March 31, 2018)

For inquiries please contact:

IR Department (ir@dena.com)

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

Disclaimer

DeNA Co. Ltd. published this content on 28 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 March 2019 06:19:08 UTC


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Sales 2022 139 B 1 272 M 1 272 M
Net income 2022 17 301 M 158 M 158 M
Net cash 2022 89 032 M 813 M 813 M
P/E ratio 2022 13,8x
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Nbr of Employees 2 100
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Shingo Okamura President, CEO & Representative Director
Jun Oi CFO, Director & Managing Executive Officer
Tomoko Namba Chairman
Atsushi Kobayashi CTO, Managing Executive Officer & GM-Systems
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