Supplementary explanation

Notice Concerning Acquisition of New Company (becoming our consolidated subsidiary)

November 27, 2019

Copyright © 2019 , ValueCommerce Co., Ltd.

Table of Contents

Scheme Overview

2

About B-SLASH Corporation

3

Purpose of Acquisition

6

Impact to Consolidated Operating Results

8

Schedule

10

Copyright © 2019, ValueCommerce Co., Ltd.

1

Scheme Overview

ValueCommerce Co., Ltd. announced that the meeting of its Board of Directors held on November 27, 2019 resolved to be transferred all shares of B-SLASH Corporation

  1. from Yahoo Japan Corporation, and B-SLASH Corporation will become a consolidated subsidiary of ValueCommerce.

With this acquisition, ValueCommerce starts to provide Apps Market Business (APM Business) for stores on Yahoo!Shopping.

*New company is to be incorporated as incorporation-type company split by Commerce21 Corporation, 100% subsidiary of Yahoo Japan Corporation.

(Incorporation-type company split)

(After acquisition)

Z HOLDINGS CO.,LTD

Z HOLDINGS CO.,LTD

Z HOLDINGS CO.,LTD

Yahoo Japan

Yahoo Japan

Yahoo Japan

VALUECOMMERCE

Corporation

Corporation

Corporation

Commerce21

Commerce21

(NEW)

Commerce21

(NEW)

Corporation

Corporation

B-SLASH

Corporation

B-SLASH

SI Business

SI Business

Corporation

SI Business

Corporation

APM Business

APM Business

APM Business

Copyright © 2019, ValueCommerce Co., Ltd.

2

About B-SLASH Corporation

Copyright © 2019, ValueCommerce Co., Ltd.

3

Company Overview (Planned)

Company Name

: B-SLASH Corporation

Representative

Yoshimasa Kasuya,

Representative Director, President

Year of Foundation

: January 14, 2020

Number of Employee

About 30 employees

Business Content

Apps Market Business (APM Business) for stores

on Yahoo!Shopping

Capital

: 10 million yen

(Reference) Operating Forecast from Jan. 1 to Dec. 31, 2019

Revenue :465 million yen

Operating income : 275 million yen

(Note) The figures above are calculated on a proforma basis for stock valuation based on information currently available to the company and on certain assumptions we deem reasonable.

Copyright © 2019, ValueCommerce Co., Ltd.

4

Service Overview

Apps Market Business (APM Business) for stores on Yahoo!Shopping.

Customer Attraction

Sales Promotion

Purchase

Yahoo!Shopping

Top page of store

Store page

Cart

Triple*

B-Space

File storage

Web-page

service with

decoration tool

re-direct feature

easily installed

  1. Yahoo Japan Corporation provides store "Triple" and B-SLASH Corporation provides Yahoo Japan Corporation sales support/ customer service and is responsible for operational function as an agency.

Copyright © 2019, ValueCommerce Co., Ltd.

5

Purpose of Acquisition

Copyright © 2019, ValueCommerce Co., Ltd.

6

Purpose of Acquisition

  • Focusing strongly growing Yahoo's Shopping business as our important domain,

strengthening services for stores on Yahoo!Shopping

  • Maximize business synergy early with speedy business decision-making
  1. Improve group sales efficiency by sharing sales structure
  1. Develop new solution by merging both companies' know-hows of customer attraction/sales promotion cultivated with services for stores on Yahoo!Shopping.

Copyright © 2019, ValueCommerce Co., Ltd.

7

Impact to

Consolidated Operating Results

Copyright © 2019, ValueCommerce Co., Ltd.

8

Impact to consolidated operating results

The impact on

: 8 million yen of advisory fees, etc. will be

consolidated operating

accounted in FY2019Q4

results for the fiscal year

ending December 31, 2019

When to be consolidated

:

-

As of the date of shares transferred

(Planned in January 24, 2020)

-

Account B-SLASH profit/loss after

FY2020Q1 (Planned)

Acquisition cost

:

Shares of B-SLASH

800 million yen

Advisory fees, etc. (Estimate)

8 million yen

Total (Estimate)

808 million yen

Goodwill to be generated

:

About 483 million yen (5-year amortization)

Goodwill amortization

: About 96 million yen (Full-year)

expense accounted in

FY2020

Copyright © 2019, ValueCommerce Co., Ltd.

9

Schedule

Copyright © 2019, ValueCommerce Co., Ltd.

10

Schedule

Resolution of the meeting of its November 27, 2019 Board of Directors

Conclusion of contract

November 27, 2019

Effective date of incorporated-

January 14, 2020

type company split

(Planned)

Transfer of shares

January 24, 2020

(Planned)

Start of new business

January 27, 2020

(Planned)

Copyright © 2019, ValueCommerce Co., Ltd.

11

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ValueCommerce Co. Ltd. published this content on 27 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 November 2019 07:17:09 UTC