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M&A and Subsidiary Changes9216Bewith,Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in Radiant Communication Sdn. Bhd. (Malaysia), Making It a Subsidiary

ビーウィズ has decided to acquire 85% of the shares of Radiant Communication Sdn. Bhd. of Malaysia and make it a consolidated subsidiary. The acquisition price is MYR 33 million (¥1,320 million), and the estimated total amount including advisory fees and other expenses is approximately ¥1,470 million.

Worth reading
74In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
1470
¥ million (approximate total of the acquisition price, advisory fees and other costs)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company a subsidiary)
CounterpartyWee Tiang Kee, Chee Ah Liang, Chew Kwek Hean, Yew Ah Chai, Redzwan Bin Rosli, Yee Ah Thee, Chang Key Chong, Choong Choon Weng, Brian John Crowley, Chong Chin Kong
Disclosing companyBewith,Inc.
Radiant Communication Sdn. Bhd.Voting rights ownership percentageNumber of shares acquired 1,712,206 shares (number of voting rights: 1,712,206)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

• Omnichannel customer experience (CX) solutions, artificial intelligence (AI), software development, and systems integration • Sale, lease and maintenance of telecommunications equipment, including IP-PBX systems

Location 24G & 26G, Jalan 8/116B, Sri Desa Entrepreneur’s Park, Off Jalan Kuchai Lama, Kuala Lumpur, Wilayah Persekutuan, 58200 (Malaysia)Share capital MYR 1,919,600 (Malaysian ringgit)Date of incorporation 31 July 1997
Net SalesFiscal year ended December 2025: MYR 23,506 thousand (¥940 million)
Operating profitFiscal year ended December 2025: MYR 6,554 thousand (¥262 million)
Net income for the current fiscal yearFiscal year ended December 2025: MYR 4,878 thousand (¥195 million)
Net assetsFiscal year ended December 2025: MYR 21,046 thousand (¥841 million)
Consideration and expenses
Acquisition priceCommon shares of Radiant: MYR 33 million (¥1,320 million). In addition, the parties have agreed on a contingent consideration (earn-out consideration) of MYR 0 to MYR 9.5 million.
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥150 million
Type of ConsiderationCash (acquisition consideration of MYR 33 million, with contingent consideration based on the percentage achievement of performance targets)
Goodwill amountThe amount of goodwill and its accounting treatment are currently under review.
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The acquisition is expected to affect current consolidated results only through part of the acquisition-related expenses. The details, including the amount of goodwill, its accounting treatment and the impact from the next fiscal year onward, are currently under review. Radiant has a stable earnings base and is expected to contribute to the expansion of the group's earnings over the medium to long term.

Procedures and assumptions
Conditions Precedent to ExecutionBefore completion of the acquisition, Radiant is scheduled to acquire all of the issued shares of Radiantcom Services Sdn. Bhd. and Reverb Digital Technologies Sdn. Bhd. and carry out a corporate reorganization under which Radiant shares will be issued to the transferors of those shares.
This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company a subsidiary)
Counterparty nameWee Tiang Kee, Chee Ah Liang, Chew Kwek Hean, Yew Ah Chai, Redzwan Bin Rosli, Yee Ah Thee, Chang Key Chong, Choong Choon Weng, Brian John Crowley, Chong Chin Kong
Name of the Subject CompanyRadiant Communication Sdn. Bhd.
Business Description of the Subject Company• Omnichannel customer experience (CX) solutions, artificial intelligence (AI), software development, and systems integration • Sale, lease and maintenance of telecommunications equipment, including IP-PBX systems
Location of the Subject Company24G & 26G, Jalan 8/116B, Sri Desa Entrepreneur’s Park, Off Jalan Kuchai Lama, Kuala Lumpur, Wilayah Persekutuan, 58200 (Malaysia)
Capital Stock of the Subject CompanyMYR 1,919,600 (Malaysian ringgit)
Date of Establishment of the Subject Company31 July 1997
Net Sales of the Subject CompanyFiscal year ended December 2025: MYR 23,506 thousand (¥940 million)
Operating Profit of the Subject CompanyFiscal year ended December 2025: MYR 6,554 thousand (¥262 million)
Net Income of the Subject CompanyFiscal year ended December 2025: MYR 4,878 thousand (¥195 million)
Net Assets of the Subject CompanyFiscal year ended December 2025: MYR 21,046 thousand (¥841 million)
Acquisition priceCommon shares of Radiant: MYR 33 million (¥1,320 million). In addition, the parties have agreed on a contingent consideration (earn-out consideration) of MYR 0 to MYR 9.5 million.
Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥150 million
Type of ConsiderationCash (acquisition consideration of MYR 33 million, with contingent consideration based on the percentage achievement of performance targets)
Number of shares acquired1,712,206 shares (number of voting rights: 1,712,206)
Voting rights ownership percentageBefore 0.0% → after 85.0%
Goodwill amountThe amount of goodwill and its accounting treatment are currently under review.
Impact on Business PerformanceThe acquisition is expected to affect current consolidated results only through part of the acquisition-related expenses. The details, including the amount of goodwill, its accounting treatment and the impact from the next fiscal year onward, are currently under review. Radiant has a stable earnings base and is expected to contribute to the expansion of the group's earnings over the medium to long term.
Date of board resolution27 April 2026
Contract Date27 April 2026 (scheduled)
Execution Date / Effective Date29 May 2026 (scheduled)
Conditions Precedent to ExecutionBefore completion of the acquisition, Radiant is scheduled to acquire all of the issued shares of Radiantcom Services Sdn. Bhd. and Reverb Digital Technologies Sdn. Bhd. and carry out a corporate reorganization under which Radiant shares will be issued to the transferors of those shares.
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeManagement structure after acquisition

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 acquisition is intended to advance the overseas expansion of Omnia LINK, starting in Malaysia, by leveraging Radiant's local expertise in network development, presence in the contact center industry, and AI solutions. Through this, the group aims to localize Omnia LINK, establish it in the local market, expand into ASEAN markets over the medium to long term, and roll out KeyAI in the Japanese market.

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Notice Regarding the Acquisition of Shares in Radiant Communication Sdn. Bhd. (Malaysia), Making It a Subsidiary | Bewith,Inc. (9216) timely disclosure | Komori