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    3738   JP3893700009

T-GAIA CORPORATION

(3738)
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Delayed Japan Exchange  -  02:00 2022-09-22 am EDT
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T Gaia : Notice Regarding Acquisition of Mobile Phone Sales Business of Fujitsu Personal System Limited through Absorption-type Company Split method

08/31/2020 | 03:14am EDT

August. 31, 2020

T-Gaia Corporation

Notice Regarding Acquisition of Mobile Phone Sales Business of Fujitsu Personal System

Limited through Absorption-type Company Split method

~Further Expansion of Mobile Telecommunication Business and Enterprise Solutions Business~

The Board of Directors of T-Gaia Corporation (hereinafter "T-Gaia") resolved today the acquisition of all shares of the new company (hereinafter "Target Company"), which will be established and succeed Mobile Phone Sales Business of Fujitsu Personal System Limited (hereinafter, "FJP") (hereafter "The Business").

As to this acquisition, Fujitsu Limited (hereinafter, "Fujitsu") will establish the Target Company and succeed The Business through an absorption-type company split method, and thereafter T-Gaia will acquire all the shares of the Target Company.

1. Purpose of Acquisition of the Shares

T-Gaia group (T-Gaia and its consolidated subsidiaries and affiliates, herein after, "The Group" ) aims to achieve growth and expansion as "A Comprehensive Provider of ICT-Related Domains" by

stabilizing Mobile Telecommunications Business and exploration/development of Enterprise

Solutions Business, Payment Service Business and other Business. T-Gaia considers Mobile Telecommunications Business as its core business and intends to strategically expand it through M&A so that it will be able to keep No.1 position in Mobile Phone Sales Business market and provide the improved and advanced service.

FJP, established in September 1995 as 100% subsidiary of Fujitsu, has built solid position in the mobile phone sales market as the primary sales agent of NTT Docomo and is now operating numbers of "Docomo Shops" in all over Japan. FJP has also steadily expanded the Mobile Phone Sales and ICT-related Solution Business to corporate customers and established strong customer base and high sales force over many years.

T-Gaia believes that this acquisition will enable it to establish nationwide network of high-quality mobile phone sales shops, improve their services and productivity by sharing the skill of sales staff, shop management and sales know-how in Mobile Telecommunication Business.

In addition, in Enterprise Solutions Business, T-Gaia is confident that it is possible to provide new value with the clients by integrating the business expertise and capabilities of FJP and T-Gaia which have been established through product development capabilities and recent M&A activities. T-Gaia also believes that business synergies within The Group will be created through the integration of the business carried out by FJP and T-Gaia, which will lead to further growth and expansion. Such

synergies will bring the positive effects and provide our customers and client companies with

excitement, delight, and safety.

2.Outline of Subsidiary (Target Company)

(1)

Company name

To be determined

(2)

Head office

2-15-2 Konan, Minato-ku, Tokyo, Japan

(3)

Representative

Representative Director Yasuhiro Shirataki (tentative)

(4)

Main business

Sales of mobile handsets and provision of services related (tentative)

(5)

Capital stock

[10 million yen] (tentative)

(6)

Establishment

Early September

(7)

Principal shareholders

Fujitsu Limited100%)(tentative

and shareholding ratio

Capital

[None]

The relationship

relationship

(8)

between T-Gaia and

Human

[None]

the subsidiary

relationship

Business

[None]

relationship

(9)

Consolidated Results of Operations and Financial Position for the last 2 years

Fiscal year

FY 19/3

FY20/3

Consolidated net assets

4,045 million yen

3,031

million

yen

Total assets

20,130

million

yen

16,611

million

yen

Consolidated Net Sales

49,240

million

yen

41,223

million

yen

Consolidated operating profit

1,123

million

yen

1,089

million

yen

*1 Target Company has not been established yet, the results of operations and financial position of the Target Business (the Mobile Phone Sales Business of FJP) for the years ended March 31, 2019 and 2020 are described. The above figures are not reviewed by any audit corporation.

*2 In addition to the above, Fujitsu Personal Retail Service Co. Ltd, which is a subsidiary of FJP, and will be a subsidiary of the Target Company is also the scope of the acquisition so that it become a subsidiary (second tier subsidiary) of T-Gaia.

3.Outline of Parties (Seller of Shares)

(1)

Company name

Fujitsu Limited

(2)

Head office

4-1-1, Kamikodanaka, Nakahara-ku,Kawasaki-shi, Kanagawa, Japan

(3)

Representative

President and Representative Director Takahito Tokita

Development, manufacture, sale of products and services

(4) Main business

in the fields of software, information processing, products, systems, visual

and

telecommunications

(5) Capital stock

324,625 million yenAs of June 30, 2020

(6) Establishment

June 20, 1935

(7) Net assets

1,343,561 million yenAs of June 30, 2020

(8) Total assets

2,985,074 million yenAs of June 30, 2020

Percentage

Name

of shares

held

Ichigo Trust Pte. Ltd.

7.44

The Master Trust Bank of Japan, Ltd.trust account

7.38

(9)Principal shareholders

Japan Trustee Services Bank, Ltd. (trust account)

5.35

and shareholding ratio

Fuji Electric CO., LTD.

2.97

As of March 31, 2020

SSBTC CLIENT OMNIBUS ACCOUNT

2.76

Fujitsu Employee Shareholding Association

2.40

Japan Trustee Services Bank, Ltd. (trust account t 5)

1.96

Japan Trustee Services Bank, Ltd.trust account

1.89

Asahi Mutual Life Insurance Company

1.76

STATE STREET BANK AND TRUST COMPANY 505103

1.75

Capital

[None]

relationship

Human

[None]

The relationship

relationship

10 between T-Gaia and

Business

[None]

the subsidiary

relationship

Applicable

status to

[None]

related parties

4. Number of shares acquired, price, and status of shares held before and after acquisition

Number of shares held

None

Number of voting rightsNone

(1)

before transfer

Percentage of Voting rights heldNone

(2)

Number of shares

30,410 stocks

acquired

Number of voting rights30,410

Common stock of the Target Company

28,600 million yen

(3)

Acquisition price

Advisory costs (estimated amount)

118 million yen

Entirely costsestimated amount

28,718 million yen

Number of shares held

30,410 stocks

(4)

Number of voting rights30,410

after the acquisition

Percentage of Voting rights held100%

  • The acquisition price of common stock of the Target Company will be adjusted by the method prescribed in the share purchase agreement.

5.Schedule

(1)

Date of resolution of

August 31, 2020

the Board of Directors

(2)

Date of contract

August 31, 2020

Effective date of

absorption-type

(3)

company split

November 2, 2020 (tentative)

effective date of share

transfer

6.Outlook

T-Gaia estimates that there is no material impact on its consolidated forecast for the fiscal year ending March 31, 2021. T-Gaia will make another announcement when the acquisition will have any material impact on the performance.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

T-Gaia Corporation published this content on 31 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 August 2020 07:14:09 UTC


© Publicnow 2020
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