SB Technology Corp.
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At the board of directors meeting held today, the Company announced that Fontworks, Inc. (Headquarters: Minato-ku, Tokyo, hereinafter referred to as "Fontworks") will transfer the Font Plus service operated by the Company through an absorption-type company split with an effective date of April 1, 2024. ) (hereinafter referred to as the "Company Split"), and we have concluded an absorption-type split agreement effective January 31, 2024.
Please note that this company split is a simple absorption-type company split stipulated in Article 784, Paragraph 2 of the Companies Act, and the amount of decrease in the Company's consolidated total assets is less than 10% of the net assets as of the last day of the immediately preceding business year. , and the decrease in sales is expected to be less than 3% of the sales for the immediately preceding fiscal year, so some disclosure items and details have been omitted from the disclosure.
Record
1. Purpose of the company split
Our group's management policy is to "grow significantly," and we support our customers' DX promotion by leveraging our cloud and security technology. Under these circumstances, as announced on July 19, 2023, we transferred the shares of Fontworks and further shifted our focus to cloud security. With the transfer of Fontworks, we have decided to transfer the Font Plus service provided by our company to the same company.
*Font Plus Service (FONTPLUS) is a font distribution service that allows you to use over 3,800 fonts on the website.
2. Summary of the company split
(1) Schedule of the company split
| Date of resolution of our board of directors | January 31, 2024 |
|---|---|
| Date of conclusion of the company split agreement | January 31, 2024 |
| Effective date of the company split | April 1, 2024 |
*This company split will be carried out without going through the approval procedure at a general meeting of shareholders as it falls under the category of a simplified absorption-type split as stipulated in Article 784, Paragraph 2 of the Companies Act.
(2) Method of the company split
This is an absorption-type company split in which our company is the splitting company and Fontworks is the successor company.
(3) Contents of allocation related to the company split
The Company will not allocate shares or deliver any other consideration upon this company split.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights in connection with this company split
Not applicable.
(5) Increase or decrease in capital due to the company split
There will be no increase or decrease in our capital as a result of this company split.
(6) Rights and obligations to be succeeded by the succeeding company
Upon the Company Split, the Company will inherit the assets, liabilities, and rights and obligations based on the contractual status that the Company has in connection with the Business immediately before the Company Split takes effect, as specified in the absorption-type split agreement. Masu.
(7) Expected performance of obligations
We believe that there is no problem with Fontworks' prospects of fulfilling its obligations after the effective date of this company split.
3. Overview of the companies involved in this company split
|
Split company |
Successor company |
|
| (1) Name | SB Technology Corp. | Fontworks, Inc. |
| (2) Location | 6-27-30 Shinjuku, Shinjuku-ku, Tokyo | 5F Nisshin Aoyama Building, 3-2-4 Kita-Aoyama, Minato-ku, Tokyo |
| (3) Title and name of representative | Representative Director Oyaichi Ata | Representative Director Ai Harada |
| (4) Business details | ICT services | Planning, development, and sales of digital fonts (typefaces), software development, technical services, OEM, etc. |
| (5) Capital | 1,270 million yen *As of March 31, 2023 |
120 million yen *As of March 31, 2023 |
| (6) Date of establishment | October 16, 1990 | August 9, 1993 |
| (7) Number of issued shares | 22,757,800 shares *As of March 31, 2023 |
200 shares *As of March 31, 2023 |
| (8) Fiscal year end | March 31st | December 31 |
| (9) Major shareholders and shareholding ratio | SoftBank Corp. 54.04% *As of March 31, 2023 *Shareholding ratio is calculated excluding treasury stock. |
Monotype Co., Ltd. 100.00% *As of September 1, 2023 |
| (10) Financial condition and operating results for the immediately preceding fiscal year | ||
| Fiscal year end | Fiscal year ending March 2023 (consolidated/Japanese standards) | Fiscal year ending March 2023 (non-consolidated, Japanese standards) |
| net worth | 25,167 million yen | 3,803 million yen |
| Total assets | 45,466 million yen | 4,272 million yen |
| Net assets per share | 1,131.42 yen | 19,018,485.23 yen |
| Net sales | 67,227 million yen | 1,946 million yen |
| Operating income | 5,557 million yen | 751 million yen |
| Ordinary profit | 5,499 million yen | 755 million yen |
| net income | 3,497 million yen | 522 million yen |
| Net income per share | 175.03 yen | 2,612,036.09 yen |
* Fontworks has changed its fiscal year-end to December 31st after September 1, 2023, but as of today, the company has not received approval for the financial statements for that fiscal year, so the fiscal year-end will be December 31st, 2023. The financial position and business results for the fiscal year ended March 31, 2017 are listed.
5. Outline of the business to be split
(1) Outline of the business to be split
font plus service
(2) Business results of the business to be split (fiscal year ending March 2023)
Sales: 0 million yen
(3) Items and book values of assets and liabilities to be split
There are no assets or debts to be inherited.
6. Status after the company split
At this time, there are no plans to change the name, location, title and name of the representative, business content, capital, or fiscal year-end of the Company or Fontworks after this company split.
7. Future outlook
The impact of this company split on consolidated results will be minor.
(Reference) Earnings forecast for the current fiscal year (published on January 31, 2024) and previous fiscal year results (consolidated)
| Net sales | Operating income | Ordinary profit | Net income attributable to owners of parent company | per share net income |
|
|
One million yen |
One million yen |
One million yen |
One million yen |
yen coin |
|
| Earnings forecast for the current fiscal year (Fiscal year ending March 2024) |
67,000 |
5,600 |
5,450 |
8,300 |
412.41 |
| Previous period results (Fiscal year ending March 2023) |
67,227 |
5,557 |
5,499 |
3,497 |
175.03 |
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
