Announcement of Acquisition of Nadia Inc. and xbs Inc.

　SHIFT Inc. (“SHIFT”, headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) announced today that it has entered into a definitive agreement to acquire a 100% equity interest in Nadia Inc. (“Nadia”, headquartered in Minato-ku, Tokyo, Japan; Kiyoyuki Miyamoto, Representative Director) and a 100% equity interest in xbs Inc. (“xbs”, headquartered in Minato-ku, Tokyo, Japan; Kiyoyuki Miyamoto, Representative Director) through DECEM Inc, which is to be newly established as an acquisition vehicle by SHIFT.

1.　Reason for the acquisitions
　As SHIFT has been expanding its software quality assurance business since 2009, it has provided its services to clients in a wide array of industries, such as financial, retail, logistics and entertainment. Moreover, in achieving “SHIFT 1000,” which aims at ¥100 billion net revenues, SHIFT has been strategically acquiring businesses so that it could expand and enrich its service offerings.

　SHIFT foresees that the importance of agility and design will significantly increase in terms of software engineering, as terms such as “DevOps*1” and “UI/UX*2” have been prevailing these days. To accomplish SHIFT 1000, SHIFT will expand and enrich its quality assurance services to address this growing importance of agility and design. As part of this effort, SHIFT now forms a partnership with Nadia and xbs – Nadia is a one-stop, creative shop with a solid track record of delivery, providing a variety of digital content production services from identifying and analyzing issues facing clients to application development and post-release operations, and xbs is a software engineering company with cutting edge development capabilities and a solid track record of delivery.

　In addition to SHIFT’s existing group companies, Saunashi Co., Ltd. and Assion, Inc., the acquisition of Nadia and xbs will allow SHIFT to 1) strengthen its capabilities in the area of digital content production and post-release operations and 2) make competitive UI/UX, usability and design enhancement proposals to clients.

　By joining SHIFT Group, Nadia and xbs will aspire even higher growth, leveraging SHIFT’s client base, sales force and talent acquisition capabilities. Furthermore, Nadia and xbs will build an even stronger, creative organization to be able to provide large-scale enterprise clients with sound customer experience (“CX”)*3 services as demand for digital transformation (“DX”)*4 skyrockets.

*1 “DevOps” is a set of practices that combines software development (“Dev”) and information technology operations (“Ops”) which aims to shorten the software development life cycle and provide continuous delivery with high software quality

*2 “UI/UX” is a set of words “User Interface” and “User Experience.” Web pages and applications with quality “UI/UX” generate high visual satisfaction for users and, thus, viewed as user-friendly

*3 CX or customer experience is the product of an interaction between an organization and a customer over the duration of their relationship. This interaction is made up of three parts: the customer journey, the brand touchpoints the customer interacts with and the environments the customer experiences (including digital environment) during their experience. A good customer experience means that the individual’s experience during all points of contact matches the individual’s expectations

*4 DX or digital transformation means applying new technologies to radically change processes, customer experience, and value. DX allows organizations to support innovation and digital disruption rather than enhancing existing technologies and models



2.　Overview of Nadia (newly established company to be spun off from existing Nadia Inc.)

3.　Overview of xbs

4. Overview of Seller of Nadia

5. Overview of Seller of xbs

6. Number of shares to be acquired, acquisition price, and shareholdings before and after transaction

7. Schedule