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M&A and Subsidiary Changes5871SOLIZE Holdings CorporationInformation and Communications, Services and Others

+81株式会社 acquires all shares of 株式会社エンジョイ, making it a subsidiary, to strengthen its software development capabilities in the financial sector and accelerate business growth

+81株式会社 decided to acquire all shares of 株式会社エンジョイ and make it a wholly owned subsidiary. It aims to expand its software business and financial-sector operations by incorporating 株式会社エンジョイ’s expertise in software development for financial institutions and its customer base.

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This transaction

Making 株式会社エンジョイ a subsidiary through the acquisition of all its shares
Disclosing companySOLIZE Holdings Corporation
株式会社エンジョイVoting rights ownership percentageNumber of shares acquired All shares (specific number of shares and voting rights: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Target company

Development of customer cloud systems; cloud services (JOY Voice, CTI reservation management and customer records); contract development; and resident project support services (SES)

Location Taito-ku, TokyoShare capital ¥10 millionDate of incorporation November 2013
Impact on Business Performance

The specific amount of the impact on financial results is not disclosed. The disclosure only states that the company aims to grow its software business and financial-sector operations.

Procedures and assumptions
Management structure after acquisitionThe disclosure states that the two companies will be operated as an integrated group, making mutual use of their technologies, customer bases and know-how. The group will strengthen the recruitment and development of engineers and create an environment in which they can grow. Specific changes concerning the corporate name, representative and treatment of employees are not disclosed.
This transaction
ItemDetails
Transaction nameMaking 株式会社エンジョイ a subsidiary through the acquisition of all its shares
Name of the Subject Company株式会社エンジョイ
Business Description of the Subject CompanyDevelopment of customer cloud systems; cloud services (JOY Voice, CTI reservation management and customer records); contract development; and resident project support services (SES)
Location of the Subject CompanyTaito-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject CompanyNovember 2013
Number of shares acquiredAll shares (specific number of shares and voting rights: Not disclosed)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe specific amount of the impact on financial results is not disclosed. The disclosure only states that the company aims to grow its software business and financial-sector operations.
Management structure after acquisitionThe disclosure states that the two companies will be operated as an integrated group, making mutual use of their technologies, customer bases and know-how. The group will strengthen the recruitment and development of engineers and create an environment in which they can grow. Specific changes concerning the corporate name, representative and treatment of employees are not disclosed.
Items this document does not state (22)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateExecution Date / Effective DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The transaction is intended to incorporate 株式会社エンジョイ’s expertise in software development for financial institutions, organizational management know-how and personnel, and combine these with the SOLIZE Group’s customer base, employee development know-how, expertise in software development for manufacturers and expertise in AI-driven development. Through this combination, the group aims to expand its customer base, generate new development projects, strengthen employee development and expand its business areas, including the financial sector.

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+81株式会社 acquires all shares of 株式会社エンジョイ, making it a subsidiary, to strengthen its software development capabilities in the financial sector and accelerate business growth | SOLIZE Holdings Corporation (5871) timely disclosure | Komori