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Announcement of Stock Acquisition of Analytics Japan Co., Ltd.

Announcement of Stock Acquisition of Analytics Japan Co., Ltd.

 SHIFT Inc. (“SHIFT”, headquartered in Minato-ku, Tokyo, Masaru Tange as CEO and Representative Director) announces that today we have decided, by a resolution of its Board of Directors on December 20th, 2019, to acquire 100% stock of Analytics Japan Co., Ltd. (“Analytics Japan”, headquartered in Fujisawa-shi, Kanagawa, Takashi Hirokawa as CEO and Representative Director) on December 20th, 2019.

1. Reason for the stock acquisition
 As SHIFT has been expanding its business since 2009, when we started software testing service, we have offered our services to various industries from banking, insurance to entertainment. Moreover, in attaining further growth, SHIFT has been enhancing sales capabilities and acquiring companies that have a variety of skills to solve issues, to develop our quality assurance service.

 As one way to develop our service, SHIFT has addressed the “DX (Digital Transformation)” trend (e.g. quality assurance in system migration in which SHIFT has strength) and has recognized increasing demand for issue analysis and for building a foundation for Big Data analysis.

 While SHIFT has boosted M&A to offer one-stop comprehensive services, and to build our “One-SHIFT” brand, we had not had enough analytics capabilities to visualize fundamental issues. This acquisition, therefore, is intended to upgrade our analysis capabilities.

 Now we have Analytics Japan in our group, SHIFT would take another step ahead in providing more effective proposals to customers, especially in DX migration, with our new analytics capabilities, with which we would be able to visualize issues fundamentally.
Analytics Japan now aspires further growth that they could not have attained before joining SHIFT Group, by enhancing sales capabilities as using SHIFT’s network, and by improving service quality through cooperating in recruitment.

  1. 2. Outline of the company to become a subsidiary (Analytics Japan)
(1)   Company name Analytics Japan Co., Ltd.
(2)   Location Fujisawa Amber Building 4F, 484-1, Fujisawa, Fujisawa-shi, Kanagawa
(3)   Title and name of representative Takashi Hirokawa, CEO, Representative Director
(4)   Business Data analysis
System integration
(5)   Amount of capital 10 million yen
(6)   Date of establishment August 2011
(7)   Major shareholders and shareholding ratio Non-disclosed individual(s) 100%
(8)   Relationship between SHIFT and Analytics Japan Capital relationship No material capital relationship between SHIFT and Analytics Japan, neither between related party and related company and Analytics related party and related company.
Personnel relationship No material personnel relationship between SHIFT and Analytics Japan, neither between related party and related company and Analytics related party and related company.
Business relationship No material business relationship between SHIFT and Analytics Japan, neither between related party and related company and Analytics related party and related company.
(9)   Operating results and consolidated financial position of Analytics Japan over the past 3 years (thousands yen)
Fiscal Year End July 31st, 2017 Just 31st, 2018 July 31st, 2019
Net assets 38,837 -5,903 11,616
Total assets 179,077 287,843 267,450
Net assets per share (yen) 129,450 -19,677 38,721
Sales 496,505 496,549 570,229
Operating results 42,443 -32,976 19,153
Ordinary income 51,845 -45,032 17,676
Net income 33,568 -45,135 17,536
Net income per share (yen) 111,894 -150,450 58,455
Dividend per share (yen) 500 500 500

3. Outline of the seller(s)
 We refrain from disclosing seller name(s) and address(es) to respect their rights. Note that we do not have any material capital/ personnel relationship with them.

  1. 4. Number of shares to be acquired, acquisition price, and shareholdings before and after the acquisition
(1)   Number of shares held by SHIFT before the transfer None
(Number of voting rights: 0)
(Percentage of voting rights held: 0.0%)
(2)   Number of shares to be acquired by SHIFT 300 shares
(Number of voting rights: 300)
(3)   Acquisition price We acquired Analytics Japan with the fair price calculated by experts with appropriate due diligence, although we refrain from disclosing specific price since they are individual shareholders.
(4)   Number of shares to be held by SHIFT after the transfer 300 shares
(Number of voting rights: 300)
(Percentage of voting rights: 100%)
  1. 5. Schedule
(1)   Date of resolution of Board of Directors December 20th, 2019
(2)   Execution date of the Share Transfer Agreement December 20th, 2019
(3)   Implementation date of the Acquisition of Shares Expected to be on December 20th, 2019
  1. 6. Future outlook

 We expect this acquisition would have no material impact on our financial results and financial situation.

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Contact
Tomohiro Oka
Section Manager, Management Administration Division
TEL: +81-3-6809-1165
Email: ir_info@shiftinc.jp

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