Announcement Regarding the Acquisition of Nisseicom, Limited (and Its Conversion into a Consolidated Subsidiary) Through a Subsidiary (SHIFT Growth Capital Inc.)
Announcement Regarding the Acquisition of Nisseicom, Limited (and Its Conversion into a Consolidated Subsidiary) Through a Subsidiary (SHIFT Growth Capital Inc.)
SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) announced today that its consolidated subsidiary, SHIFT Growth Capital Inc. (“SGC,” headquartered in Minato-ku, Tokyo, Japan; Hidetaka Kojima, Representative Director) has resolved (pursuant to a resolution of its Board of Directors) to enter into a share purchase agreement (the “Share Purchase Agreement”) to acquire all issued and outstanding shares of Nisseicom, Limited (“Nisseicom” headquartered in Chuo-ku, Tokyo, Japan; Tsuyoshi Kobayashi, Representative Director and President), a consolidated subsidiary of Nissei Holdings Inc. (“Nissei Holdings,” headquartered in Minato-ku, Tokyo; Ryuji Maruyama, President and Representative Director), for the purpose of making Nisseicom a consolidated subsidiary of SGC (the “Acquisition”).
1. Reason for the Acquisition
Since launching its software testing business in 2009, SHIFT has developed its operations with a core focus on software quality assurance, serving a wide range of industries from enterprise to entertainment. Today, as the SHIFT Group comprising 40 group companies, SHIFT continues to expand its scale by providing end-to-end system development and related services.
Against this backdrop, SHIFT has positioned M&A as one of the key pillars for achieving further growth. To date, SHIFT has executed 40 M&A transactions, consistently pursuing the maximization of synergies across the Group. Through these strategic acquisitions, SHIFT has continuously strengthened its deal-sourcing and fundraising capabilities. In parallel, SHIFT has executed PMI focused on enhancing the performance of its group companies, particularly software development firms, by fully leveraging SHIFT’s strengths in recruitment, sales, and management.
From FY2026 onward, SHIFT will build on the expertise it has accumulated to broaden its M&A focus to larger companies with more stable revenue bases. By strengthening not only its ability to drive top-line growth but also its profit-generation capabilities, SHIFT will advance the Group into its next stage of growth.
Nisseicom develops and delivers a wide range of solutions, including business application packages, as well as system development, maintenance and operations services. With a track record of serving over 2,000 companies, Nisseicom maintains a low level of second-tier subcontracting and has established a firm position as a prime vendor for mid-sized enterprises.
In particular, in the industrial and distribution sectors, a significant portion of the company’s revenue comes from system development and maintenance, supported by a deep understanding of customers’ business operations. Leveraging its specialized expertise in manufacturing within these sectors, Nisseicom provides semi-customized packages and system development for mid-sized enterprises, delivering flexible solutions tailored to customer needs and further enhancing its competitiveness.
In the public sector, Nisseicom excels in solutions for national and public universities as well as health insurance societies, offering proprietary packages characterized by extensive functionality and high usability. Notably, it maintains a significant market presence in the financial accounting segment for the education field, backed by a strong track record of implementations. In solutions for health insurance societies, it serves major clients and maintains a nationwide network of sales offices and personnel.
Nisseicom continues to grow steadily, supported by deep expertise and a proven track record in specific segments across these fields. It has established itself as a highly reliable partner, delivering significant added value to its customers.
Through this Acquisition, the SHIFT Group will drive the strengthening and expansion of its customer base in the health insurance domain, where Nisseicom holds a strong market share, as well as in regions outside the Greater Tokyo area. In addition, Nisseicom’s strong development capabilities align well with SHIFT’s service portfolio, including software testing, and are expected to accelerate upselling and cross-selling opportunities. SHIFT will also focus on further improving profitability and enhancing the workplace environment through initiatives such as operational efficiency improvements.
By welcoming Nisseicom into the Group, SHIFT will strengthen its growth potential and further enhance the value it delivers to customers across the entire Group. Through these efforts, SHIFT will continue to pursue the maximization of medium- to long-term corporate value.
In connection with this Acquisition, SGC is proceeding in collaboration with J-Will Partners Co., Ltd. (“JWP”, headquartered in Chiyoda-ku, Tokyo; Yuichiro Eda, CEO and Representative Director) and JKO Co., Ltd. (“JKO” headquartered in Shinjuku-ku, Tokyo; Shingo Kaminaga, President and CEO), a company established by funds managed by JWP. With respect to the Share Purchase Agreement, the following steps are planned to be carried out prior to the share acquisition execution date:
(A) JKO will acquire all shares of Nissei Holdings
(B) Nissei Holdings will distribute Nisseicom shares in kind to JKO
(C) JKO will transfer Nisseicom shares to SGC