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Notice regarding stock acquisition of Denen Co., Ltd. (making it a subsidiary)


SB Technology Corp.

SB Technology Corp. (President & CEO: Chikaichi Ata, Headquarters: Shinjuku-ku, Tokyo, Listed on the First Section of the Tokyo Stock Exchange: Code number 4726, hereinafter "SBT") announced today that Crowdworks Co., Ltd. (President and CEO: Yoshida Koichiro acquired the shares of Denen Co., Ltd. (Representative Director and President: Toshio Kato, headquarters: Shinagawa-ku, Tokyo, hereinafter referred to as "Denensha") owned by Koichiro, head office: Shibuya-ku, Tokyo, hereinafter referred to as "Crowdworks" (subsidiary company). We would like to inform you that we have decided to do so. Furthermore, Denensha's subsidiary is also scheduled to become a subsidiary of the Company.

Record

1. Reason for stock acquisition
Our group's management policy is to "grow significantly," and we are promoting the third medium-term management plan (from the fiscal year ending March 2020 to the fiscal year ending March 2022). We aim to contribute to our customers' businesses by realizing the key themes of our third medium-term business plan: ``evolving into a service provider'' and ``creating consulting and business IT.''
Our company leverages SoftBank Corp. 's IT support and cloud and security technical capabilities to undertake numerous projects for corporations, government offices, and local governments, mainly in the construction and global manufacturing industries.
Since its founding, Denensha has been engaged in the development of various systems mainly for telecommunications and local governments, and has strengths in knowledge and technical capabilities in these industries.
In the telecommunications industry and local governments, where both companies have strengths, we expect that demand for development utilizing cutting-edge technologies such as cloud and IoT will increase in the areas of 5G and digital government. We believe that this will strengthen our ability to respond to expanding needs.
Through this stock acquisition, our group will aim to create synergies between the two companies by combining the strengths of both companies in order to expand our business, further strengthening our earnings base and increasing our corporate value.

2. Overview of the subsidiary to be transferred (Denensha)

(1) Trade name Denen Co., Ltd. Co. Ltd.
(2) Location 1-21-8 Nishigotanda, Shinagawa-ku, Tokyo
(3) Title and name of representative Representative Director and President Toshio Kato
(4) Business details System consulting service
System integration
Providing packaged software
(5) Capital 35 million yen
(6) Date of establishment July 24, 2000
(7) Major shareholders and shareholding ratio Crowdworks Co., Ltd. 100%
(8) Relationship between the listed company and the company concerned Capital ties Not applicable.
personal relationships Not applicable.
business relationship Not applicable.
(9) Business results and financial condition of the company for the past three years
Fiscal year end
December 2017
September 2018
September 2019
net worth
252 million yen
304 million yen
329 million yen
Total assets
1,455 million yen
1,528 million yen
1,306 million yen
Net assets per share
360,794.33 yen
434,385.53 yen
471,311.10 yen
Net sales
2,281 million yen
1,572 million yen
2,416 million yen
Operating income
66 million yen
85 million yen
65 million yen
Ordinary profit
70 million yen
92 million yen
69 million yen
net income
6 million yen
55 million yen
25 million yen
Net income per share
9,127.43 yen
78,992.67 yen
36,211.99 yen
Dividend per share
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3. Overview of the partner for stock acquisition

(1) Trade name Crowdworks Co., Ltd.
(2) Location 4-20-3 Ebisu, Shibuya-ku, Tokyo
(3) Title and name of representative President & CEO Koichiro Yoshida
(4) Business details Operation of internet services centered on crowdsourcing “Crowd Works”
(5) Capital 2,687,210,000 yen
(6) Date of establishment November 11, 2011
(7) Net assets 3,245 million yen
(8) Total assets 6,328 million yen
(9) Major shareholders and shareholding ratio Koichiro Yoshida 27.31%
(10) Relationship between the listed company and the company concerned Capital ties Not applicable.
personal relationships Not applicable.
business relationship Not applicable.
Applicability to related parties Not applicable.

4. Number of acquired shares, acquisition amount, and status of owned shares before and after acquisition

(1) Number of shares owned before change -KK
(Number of voting rights: -)
(Voting rights ownership ratio: -%)
(2) Number of acquired shares 700 shares
(Number of voting rights: 700)
(3) Acquisition price Denensha common stock 1,330 million yen
Advisory costs, etc. (estimated amount) 111 million yen
Total (estimated amount) 1,441 million yen
(4) Number of shares held after change 700 shares
(Number of voting rights: 700)
(Voting rights ownership ratio: 100.0%)

Five. schedule

Board of Directors resolution date June 26, 2020
Date of conclusion of stock transfer agreement June 30, 2020
Stock delivery date July 10, 2020 (planned)

6. Future outlook
As a result of this stock acquisition, the company will become a consolidated subsidiary of the Company and will be reflected in consolidated results from the second quarter of the fiscal year ending March 2021. Although we currently judge that the impact of this stock acquisition on our consolidated business performance forecast for the fiscal year ending March 2021 is minor, we believe that it will greatly contribute to improving our group's business performance in the medium to long term. I am.

[Reference] Overview of Denen Co., Ltd. 's subsidiaries

(1) Trade name I/O SYSTEM INTEGRATION CO., LTD CO.,LTD.
(2) Location 1-2-3 Motosojacho, Maebashi City, Gunma Prefecture
(3) Title and name of representative Representative Director and President Masayuki Sekiguchi
(4) Business details Development, sales and maintenance of information processing systems, etc.
(5) Capital 14.25 million yen
(6) Date of establishment October 26, 1995
(7) Major shareholders and shareholding ratio Denen Co., Ltd. 100%
(8) Relationship between the listed company and the company concerned Capital ties Not applicable.
personal relationships Not applicable.
business relationship Not applicable.

■The PDF of this release can be downloaded from the link below.
Click here for the PDF

Contact information for inquiries from media regarding this matter

○ SB Technology Corp. Corporate Planning Division Corporate Planning Department
Email: sbt-ir@tech.softbank.co.jp