Announcement of Conclusion of Merger Agreement with A-STAR Co., Ltd.

SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) announced today that it has decided to merge with A-STAR Co., Ltd. (“A-STAR” headquartered in Shibuya-ku, Tokyo, Japan; Ryusuke Ito, Representative Director), a group company (consolidated subsidiary) and concluded a merger agreement.

１. Purpose of the organizational restructuring
A-STAR, which operates a matching business with development projects for freelance engineers, participated in the SHIFT Group in March 2021 and grew through the matching business for development projects seeking engineers and engineers by visualizing the gap between supply and demand related to “people,” “goods,” and “money” in software development. Through this organizational restructuring, the SHIFT Group aims to further expand its business based on the following 3 synergies.
〇Improve ability to attract freelance engineers using SHIFT brands
〇Expand the number of proposals by expanding highly specialized freelance engineers
〇To streamline operations, which are mainly operational costs

２. Summary of the organizational restructuring
(1) Schedule of the organizational restructuring
Date of resolution of the Board of Directors meeting (both companies): December 22, 2023
Execution date of the agreement: December 22, 2023
Scheduled date of implementation (Effective date): March 1, 2024 (planned)

(2) Method of the organizational restructuring
SHIFT is a simplified merger based on the provisions of Article 796, Paragraph 2 of the Companies Act, and A-STAR is a short-form merger based on the provisions of Article 784, Paragraph 1 of the Companies Act. Therefore, the merger has been decided without the approval of either company’s general meeting of shareholders.

(3) Details of allocation related to the organizational restructuring
There were no issuances of new shares or merger grants due to the merger.

(4) Treatment related to share acquisition rights and bonds with share acquisition rights associated with the organizational restructuring
Not applicable.

Please refer to the link below for further information.
Announcement of Conclusion of Merger Agreement with A-STAR Co., Ltd.,pdf