SHIFT’s Transfer of Equity Interests in Consolidated Subsidiaries
 (Change in Second-Tier Subsidiaries)

SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo; Masaru Tange, CEO and Representative Director) hereby announces that it has resolved today to transfer all equity interests in Nadia Inc. (“Nadia,” headquartered in Shinjuku-ku, Tokyo; Tomo Yuba, Representative Director) and xbs Inc. (“xbs,” headquartered in Shinjuku-ku, Tokyo; Takashi Koki, Representative Director) to Hit Co., Ltd. (“Hit,” headquartered in Chuo-ku, Tokyo; Hideki Fukai, CEO and Representative Director). Nadia and xbs are SHIFT group companies and second-tier subsidiaries indirectly wholly owned by SHIFT. Details are provided below.

1. Reason for the Transfer
Since joining the SHIFT Group in 2020, Nadia and xbs (together, “the Two Companies”) have undertaken a wide range of projects both within and outside the Group. By leveraging their expertise in design, including UI/UX, they have contributed significantly to enhancing the service capabilities of the SHIFT Group. Through this collaboration, the SHIFT Group has also built up its expertise, talent, and service delivery structure in the UI/UX field.

In recent years, driven in part by the increasing adoption of AI, the needs of the SHIFT Group’s clients have expanded from UI/UX support alone to comprehensive IT development, including the planning and design of businesses and services. The SHIFT Group is also strengthening its service structure in response to these changes, and is building a foundation that can broadly address client needs, including those in the UI/UX field.

In light of these changes in the business environment, SHIFT has carefully considered the future direction of the Two Companies, focusing on their continued business growth and the enhancement of their employees’ expertise and career opportunities. As a result, SHIFT determined that operating under Hit, where the Two Companies can further demonstrate their expertise and strengths, would contribute to the sustainable growth of the Two Companies, the continued development of their employees, and the optimization of SHIFT Group’s business portfolio. SHIFT therefore resolved to proceed with the Share Transfer.

Hit, the counterparty to the Share Transfer, provides comprehensive, one-stop services encompassing the development and operation of outdoor advertising media, including large-scale digital signage in commercial districts and roadside locations, as well as the sale of advertising space. Through its direct relationships with advertisers, Hit has developed unique insight into a diverse range of client needs.

Combining the creative talent of the Two Companies with Hit’s media network will enable the creation of new corporate value in the creative and cross-media fields. Hit will be able to make high-value-added proposals, in collaboration with the Two Companies, to the advertisers it reaches directly. The Two Companies will also be able to make a wide range of proposals to their client base by leveraging Hit’s media network. Additional synergies are also expected, including enhanced branding for Hit and its media assets and the application of IP collaboration expertise to support future expansion into ASEAN markets.

In addition, SHIFT believes that providing the employees of the Two Companies with broader opportunities for career development and skill enhancement will be best achieved by transitioning them from an environment centered on internal projects to one where they can gain experience across a more diverse range of external client engagements.

After carefully considering these factors, SHIFT concluded that the Share Transfer would support the continued growth of the Two Companies, enhance their corporate value, and create further opportunities for their employees. Accordingly, SHIFT decided to proceed with the Share Transfer.

For further information, please see here.