December 10, 2021 | ||
Company Name | Kudan Inc. | |
Representative | CEO | Daiu Ko |
(Securities code: 4425 TSE Mothers) | ||
Inquiries | CFO | Kohei Nakayama |
(Tel. 03-4405-1325) |
Notification concerning completion of acquisition of Artisense Corporation shares accompanying change
in subsidiary by carrying out the Third Closing,
completion of payment (payment in kind) pertaining to issuance of new shares through third-party
allocation, and withdrawal of stock issuance registration
Kudan announced that the acquisition of shares (hereinafter called the "Share Purchase") of Artisense Corporation (hereinafter called "Artisense") disclosed in the press release of January 27, 2020, "Notification concerning the purchase of shares of Artisense Corporation, a computer vision company with its origins in the Technical University of Munich in Germany, for the purposes of acquiring Artisense as a subsidiary, and the issuance of new shares as a third-party allocation" and press release of October 4, 2021, "Notification concerning acquisition of Artisense Corporation shares accompanying change in subsidiary by carrying out the Third Closing and issuance of new shares (payment in kind) through third party allocation" was completed on December 10, 2021, thereby making Artisense a subsidiary, and that furthermore, payment in kind regarding the issuance of Common Shares by the method of third-party allocation (hereinafter referred to as the "Third-Party Allocation") to the shareholders of Artisense as partial consideration for the Share Purchase was completed today, as briefly explained below.
Kudan also announced that today, owing to the completion of the payment in kind for the Third-Party Allotment, the stock issuance registration related to issuance of new shares ("Stock Issuance Registration") disclosed in the press release of January 27, 2020, "Notification concerning the purchase of shares of Artisense Corporation, a computer vision company with its origins in the Technical University of Munich in Germany, for the purposes of acquiring Artisense as a subsidiary, and the issuance of new shares as a third-party allocation" was withdrawn.
Details
- Share Purchase
1. Overview of the subsidiary subject to change (Artisense)
(as of October 4, 2021) | ||
(1) | Name | Artisense Corporation |
(2) | Address | Silicon Valley 555 Bryant Street PMB Palo Alto, CA 94301 |
(3) | Role and name of representative | CEO Daiu Ko |
(4) | Content of business operations | R&D and sales of spatial and positional recognition software |
(5) | Capital | 5,985,334 USD (658 million JPY) |
(6) | Date established | February 2016 |
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2. Number of shares for acquisition and share status before and after acquisition
(1) | Shares held prior to purchase | 3,927,148 Common Shares and 4,734,380 Preferred Shares |
(8,661,528 votes) | ||
37.4 percent of votes held | ||
(2) | Shares acquired | 6,800,229 Common Shares and a total of 7,724,511 Preferred |
Shares | ||
(14,524,740 votes) | ||
62.6 percent of votes held | ||
(3) | Shares held after purchase | 10,727,377 Common Shares and 12,458,891 Preferred Shares |
(23,186,268 votes) | ||
100 percent of votes held |
- Date of share purchase December 10, 2021
- Future projections
The effects of the Share Purchase on the consolidated performance of Kudan for this fiscal year are currently under review, but as outlined in the press release of May 14, 2021, "Notification concerning discrepancies between the consolidated earnings for the fiscal year and the actual figure for the previous fiscal year, between the consolidated earnings forecast and the actual figure, and the recordings of non-operating income, non-operating expenses and extraordinary losses", in the previous fiscal year ending March 2021, the cumulative purchase amount of Artisense shares was fully impaired, and similarly, an impairment loss pertaining to the Share Purchase may also be recorded as an extraordinary loss after some time following the purchase of the shares (whether or not such impairment loss will be recorded and the amount and timing thereof are currently under consideration, and will be disclosed in a timely and appropriate manner once specifically determined). However, Kudan believes that the expansion of business through the Share Purchase will contribute to the growth of our business and higher stock value for the Kudan Group in the medium- to long-term.
The final impact on the consolidated performance for the current fiscal year will be promptly announced if any issue warrants disclosure.
- Third-PartyAllocation
1. Outline of offering
(1) | Contribution period (Payment | From October 26, 2021, to December 24, 2021 (Note) | ||
period) | ||||
(2) | Number of new shares to be | Common Shares | 494,067 shares | |
issued | ||||
(3) | Issue value | 3,549 JPY per share | ||
1,753,443,783 JPY | ||||
(4) | Funds procured | Payment in kind of 6,800,229 Common Shares and 7,724,511 Preferred | ||
Shares of Artisense as consideration, with no cash payment. | ||||
Third-party allocation | ||||
(5) | Method of offering or | Andrej Kulikov Holding UG (haftungsbeschränkt) | 115,796 shares | |
allocation | FabliTec UG (haftungsbeschränkt) | 180,333 shares | ||
BrightSide UG (haftungsbeschränkt) | 15,492 shares |
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Litquidity Capital UG (haftungsbeschränkt) | 2,913 shares | |
VITO Ventures Fonds I GmbH & Co. KG | 70,460 shares | |
Project A Ventures II GmbH & Co. KG | 69,857 shares | |
Inventures GmbH | 18,026 shares | |
Lapaero GmbH | 7,830 shares | |
Tim Miksche | 5,176 shares | |
Rui Wang | 8,184 shares |
2. Changes in the total number of issued shares and stated capital
(1) | Total number of issued shares | 7,736,000 shares | (Capital before capital increase | 21,140,000 | JPY) |
before capital increase | |||||
(2) | Increased number of shares | 494,067 shares | (Increased capital | 876,721,892 | JPY) |
as a result of capital increase | |||||
(3) | Total number of issued shares | 8,230,067 shares | (Capital after capital increase | 897,861,892 | JPY) |
after capital increase | |||||
III. Withdrawal of Stock Issuance Registration
1. Overview of Stock Issuance Registration withdrawal
1) | Stock | issuance | registration | January 27, 2020 |
submission date | ||||
(2) | Type of solicited security | Common Shares of Kudan | ||
Until the day on which two years have elapsed from the effective date | ||||
(3) | Planned issuance period | of the stock issuance registration | ||
(February 23, 2020, to February 22, 2022) | ||||
(4) | Up to 2,600,000,000 JPY | |||
Planned issuance amount | Note: This amount is 18.6 million EUR converted at 1 EUR = 140 JPY | |||
based on the highest EUR/JPY exchange rate over the three years | ||||
preceding submission of the stock issuance registration. |
- Results of Stock Issuance Registration Total issued value: 1,753,443,783 JPY
- Reason for withdrawal of Stock Issuance Registration
Because of the completion of the planned stock offering in accordance with the Stock Issuance Registration.
About Kudan Inc.
Kudan (Tokyo Stock Exchange securities code: 4425) is a Deep Tech research and development company specializing in algorithms controlling artificial perception (AP). As a complement to artificial intelligence (AI), AP functions allow machines to develop autonomy. Currently, Kudan is using its high-level technical innovation to explore business areas based on its own milestone models established for Deep Tech which provide wide- ranging impact on several major industrial fields.
For more information, please refer to Kudan's website at https://www kudan.io/.
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■Company Details
Name: Kudan Inc.
Securities Code: 4425
Representative: Daiu Ko, CEO
■Contact Information ir@kudan.eu
End of document
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Kudan Inc. published this content on 10 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 December 2021 09:21:01 UTC.