Entry into the Cybersecurity Sector through the Consolidation of E-GUARDIAN as a Subsidiary

「The company additionally acquired shares in its consolidated subsidiary, E-Guardian Inc. As a result, its ownership ratio in E-Guardian Inc. increased from 49.9% to 52.5%.」

「In cybersecurity, revenue increased substantially from the previous consolidated fiscal year as a result of the consolidation of E-Guardian Inc. and アイディルートコンサルティング株式会社 as subsidiaries. In addition, サイリーグホールディングス株式会社 and E-Guardian Inc. established SMBCサイバーフロント株式会社, a joint venture with Sumitomo Mitsui Financial Group and Mitsui Sumitomo Insurance Company to support corporate cybersecurity.」

「In cybersecurity, revenue increased substantially from the interim consolidated accounting period of the previous fiscal year as a result of the consolidation of E-Guardian Inc. and アイディルートコンサルティング株式会社 as subsidiaries.」

「In addition, on 25 December 2023, the company established サイリーグホールディングス株式会社, an intermediate holding company that will be central to the realignment of the cybersecurity industry, and on 29 March 2024 completed the consolidation of アイディルートコンサルティング株式会社 (formerly デジタルアーツコンサルティング株式会社) as a subsidiary.」

「The acquisition of shares in and consolidation of デジタルアーツコンサルティング as a subsidiary is intended to accelerate the company's entry into the cybersecurity industry.」

「As a result of the Tender Offer and the subscription for the third-party allotment of shares, the Target Company became a consolidated subsidiary of the company.」

「At a meeting of the Board of Directors held on 2 August 2023, the company resolved to acquire common shares of E-Guardian Inc. (the “Target Company”) through a tender offer under the Financial Instruments and Exchange Act (the “Tender Offer”), subscribe for a third-party allotment of shares, and enter into a capital and business alliance agreement. The company determined that making the Target Company, which operates an Internet security business comprising social support, game support, ad process, cybersecurity and other business segments, a consolidated subsidiary would expand its business into cybersecurity to counter threats of cyberattacks against IT platform services and SaaS services. It also determined that enhancing the strengths of both groups, including their respective customer networks and human resources, expertise in the cybersecurity industry and talent development, would increase the corporate value of both companies and accelerate the company's growth. The Tender Offer period was from 3 August 2023 (Thursday) to 2 October 2023 (Monday), the purchase price was ¥3,000 per common share, and the planned number of shares to be purchased was 4,316,816.」