SystemSoft Corporation (TSE:7527) concluded a merger agreement to acquire 80% stake in Fabbit Co., Ltd. from Apaman Co., Ltd. (JASDAQ:8889) and other shareholders for ¥1.3 billion on November 13, 2020. As consideration, SystemSoft Corporation will issue 1393 shares for every one share of Fabbit Co., Ltd. SystemSoft Corporation will also issue 1393 share for each stock acquisition right of Fabbit Co., Ltd. Prior to the transaction, Apaman Co., Ltd. holds 62.3% stake in Fabbit Co., Ltd. and Alliance Technology Co., Ltd., a wholly owned subsidiary of SystemSoft Corporation holds 20% stake amounting to 2000 shares in Fabbit Co., Ltd. The shares held by Alliance Technology Co., Ltd will be transferred to SystemSoft Corporation by the effective date of the merger and no shares will be allotted in the merger. After the transaction, SystemSoft Corporation will be the surviving entity and Fabbit Co., Ltd. will be dissolved. After the merger, there will be no change in the name, location, title / name of the representative, business content and fiscal year end. SystemSoft Corporation will not be delisted as a result of the merger.

Fabbit Co., Ltd. reported net assets of ¥162 million and total assets of ¥564 million as at September 30, 2020. Fabbit Co., Ltd. reported sales of ¥1.3 billion, operating loss of ¥113 million and net loss of ¥120 million during the year ending September 30, 2020. A meeting of shareholders of Fabbit Co., Ltd. will be held on December 11, 2020 to approve the transaction. The transaction will be conducted without the approval of shareholders of SystemSoft Corporation. The Board of Directors of SystemSoft Corporation passed a resolution for the transaction on November 13, 2020. The effective date of the merger is January 1, 2021. SHINOBIUM Co.,Ltd acted as the fairness opinion provider to SystemSoft Corporation.