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    6028   JP3545240008

TECHNOPRO HOLDINGS, INC.

(6028)
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Delayed Japan Exchange  -  02:00 2022-08-12 am EDT
3415.00 JPY   +4.27%
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TechnoPro : to Acquire and Merge GCOMNET CO., LTD.

06/30/2021 | 02:04am EDT

To Whom It May Concern,

June 30, 2021

Corporate Name:

TechnoPro Holdings, Inc.

(Code:6028, TSE First Section)

Representative:

Yasuji Nishio, President, Representative Director & CEO

Contact:

Toshihiro Hagiwara, Director & CFO

(Tel. 03-6385-7998)

TechnoPro, Inc. to Acquire and Merge GCOMNET CO., LTD.

On June 30, 2021, the TechnoPro Holdings, Inc.'s Board of Directors has resolved to allow its subsidiary TechnoPro, Inc. to acquire 100 percent of the outstanding common shares of GCOMNET CO., LTD. This acquisition will make GCOMNET a subsidiary of TechnoPro and a sub-subsidiary of TechnoPro Holdings. The Board has also resolved to approve the absorption-type merger of TechnoPro and GCOMNET soon after the acquisition, in which TechnoPro will be the surviving entity and GCOMNET will be the absorbed entity.

I. Details of Acquisition

1. Purpose of Acquisition

The purpose of this transaction is to acquire know-how in the development of the ERP business and the engineer training, currently the focus of TechnoPro's value added services, and to strengthen the ability to make direct proposals to end users through making GCOMNET a group company, leveraging its strengths in the upstream process of SAP implementation consulting and system development as well as IT infrastructure development.

2. Overview of New Sub-Subsidiary

(1)

Company Name

GCOMNET CO., LTD.

(2)

Head Office

1-1-12 Shibakoen, Minato Ward, Tokyo

(3)

Representative

Masayuki Ito, Representative Director

(Name, Title)

(4)

Business Lines

Consulting, design, development, operation and maintenance of ERP package

implementation, and engineer staffing

(5)

Capital

¥30 million

(6)

Established

August 13, 2001

(7)

Major Shareholders

Masayuki Ito (80.0%), Youichi Kotani (10.0%), Tetsuji Takanashi (5.0%),

and Ownership Ratio

Yukihiro Hoshino (5.0%)

(8)

Relationship between

No equity, personal, or business relationships exist between TechnoPro

TechnoPro Holdings

Holdings and GCOMNET

and GCOMNET

(9)

GCOMNET Business Performance and Financial Condition for the Most-Recent Three Years

Fiscal Year

July 2018

July 2019

July 2020

Net Assets

¥37 million

¥37 million

¥37 million

Total Assets

¥147 million

¥159 million

¥215 million

Net Assets per Share

¥183,904

¥185,103

¥185,346

Net Sales

¥370 million

¥390 million

¥341 million

Operating Profit

(¥24 million)

¥0 million

(¥30 million)

Ordinary Income

¥0 million

¥0 million

¥0 million

Net Income

¥4 million

¥0 million

¥0 million

Net Income per Share

¥17,597

¥748

¥244

1

3. Overview of Sellers

Name

Address

Masayuki Ito

Aoba Ward, Yokohama City

Youichi Kotani

Chofu City, Tokyo

Tetsuji Takanashi

Fujisawa City, Kanagawa

Yukihiro Hoshino

Fujisawa City, Kanagawa

4. Number of Acquired Shares, Purchase Price, and Ownership Ratio Before and After Acquisition

(1)

No. of shares owned

0 shares

before transfer

(Voting shares: 0 shares)

(Ownership ratio: 0%)

(2)

No. of shares to be

200 shares (acquirer: TechnoPro, Inc.)

acquired

(Voting shares: 200 shares)

(Ownership ratio: 100%)

(3)

Acquisition price

Acquisition price not disclosed according to non-disclosure agreement.

(4)

No. of shares owned

200 shares

after transfer

(Voting shares: 200 shares)

(Ownership ratio: 100%)

(5)

Purchase price

After due diligence performed by outside experts (finance, tax, and law), enterprise

calculation method

value was assigned according to the EBITDA multiple and other methods

calculated using normalized earnings. Net debt and other items were evaluated

as an assessment of financial position. The parties agreed, based on the

preceding calculations after prudent discussions, to the purchase price within a

range of evaluation made by outside experts.

5. Schedule

Stock Transfer Date

July 30, 2021 (tentative)

6. Future Outlook

With completion of this acquisition, GCOMNET will become a consolidated subsidiary of TechnoPro Holdings from the first quarter of the fiscal year ending June 2022. TechnoPro Holdings does not expect this acquisition to have a material impact on its consolidated earnings for the fiscal year ending June 2022.

  1. Details of Merger
    1. Purpose of Merger

TechnoPro IT Company, an in-house company of TechnoPro, considers SAP to be one of its key solution offerings. Therefore it made Misystem Co., Ltd., which had strengths in the SAP related solution, a wholly owned subsidiary in May 2019 and then merged to TechnoPro, thereby expanding its business in midstream and downstream processes. The purpose of executing this merger is to 1) effectively transfer to TechnoPro the know-how GCOMNET has accumulated mainly in the upstream process of SAP implementation, and 2) establish an integrated end-to-end delivery structure. As a result of this merger, TechnoPro IT Company is expected to have more than 100 engineers in its ERP Business Department.

2. Merger Schedule

Agreement Date

August 30, 2021 (tentative)

Merger Date (effective date)

October 1, 2021 (tentative)

2

3. Merger Method

Absorption-type merger in which TechnoPro will be the surviving entity and GCOMNET will be the absorbed entity.

4. Overview of Merging Parties (as of June 30, 2021)

(1)

Name

TechnoPro, Inc. (surviving entity)

GCOMNET CO.,LTD. (absorbed entity)

(2)

Headquarter Address

6-10-1 Roppongi, Minato Ward, Tokyo

1-1-12 Shibakoen, Minato Ward, Tokyo

(3)

Representative

Koichiro Asai, Representative Director

Masayuki Ito, Representative Director

(4)

Business Lines

Engineer staffing and subcontracting

Consulting, design, development, operation

businesses related to technical fields

and maintenance of ERP package

implementation, and engineer staffing

(5)

Capital

¥101 million

¥30 million

5. Circumstances Subsequent to Merger

The surviving entity TechnoPro will retain its current corporate name, headquarter address, representative, business lines, and capital.

6. Future Outlook

As this is a merger between wholly owned subsidiaries, the transaction will have no impact on consolidated earnings of TechnoPro Holdings.

Note on translation

This is a translation of the original Japanese document and provided for informational purpose only. If there are any discrepancies between this and the original, the original Japanese document prevails.

3

Disclaimer

TechnoPro Holdings Inc. published this content on 30 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2021 06:03:07 UTC.


© Publicnow 2021
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Sales 2022 176 B 1 315 M 1 315 M
Net income 2022 13 678 M 102 M 102 M
Net cash 2022 20 276 M 152 M 152 M
P/E ratio 2022 26,9x
Yield 2022 1,79%
Capitalization 368 B 2 754 M 2 754 M
EV / Sales 2022 1,98x
EV / Sales 2023 1,76x
Nbr of Employees 21 692
Free-Float 99,4%
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Number of Analysts 7
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Managers and Directors
Takeshi Yagi President, CEO & Representative Director
Toshihiro Hagiwara Chief Financial Officer & Director
Yasuji Nishio CFO & Managing Director
Toshiyuki Adachi Executive Officer & Head-Information Systems
Gaku Shimaoka COO, Representative Director & Vice President
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