Tokyo, May 12, 2022 - Macromill, Inc. (hereinafter “Macromill” or the “Company”) hereby announces that, as described below, it and SOUTH Inc. (hereinafter referred to as “SOUTH”) have entered into an absorption-type split agreement according to their Board of Directors’ resolutions intended to cause SOUTH to succeed to, through a company split (hereinafter referred to as the “Company Split”), a business (hereinafter referred to as the “Data Consulting Business”) performed by the Company’s Data Management Platform (“DMP”) Division.
Considering that the amount of decrease in the Company’s total assets is estimated at less than 10% of its net asset value at the end of the immediately preceding business year and the amount of decrease in the Company’s revenue is estimated at less than 3% of its revenue at the end of the most recent business year, certain disclosure items and descriptions are omitted herein.
As a result of the Company Split, the Company will acquire 71% shares in SOUTH, making the succeeding company a Macromill’s consolidated subsidiary whose trade name will be changed to Eight Hundred, Inc. (abbreviation: EHI).
To expand the new integrated company’s business base and market position and thereby increase the Macromill Group’s revenue and profits by: 1) causing SOUTH, which is engaged in the marketing consulting business that has a close affinity with the Data Consulting Business operated by the Company, to succeed to the Data Consulting Business; and 2) making the succeeding company (hereinafter referred to as the “New Integrated Company”) a consolidated subsidiary of the Company.
|Board meeting on the approval of the absorption-type company split agreement (Macromill)||May 12, 2022|
|Board’s decision on the approval of the absorption-type company split agreement (SOUTH)||May 12, 2022|
|Closing of the absorption-type split agreement||May 12, 2022|
|Shareholders’ meeting on the approval of the absorption-type company split agreement (SOUTH)||June 1, 2022 (subject to change)|
|Effective date of the absorption-type company split||July 1, 2022|
Note: The Company carries out the absorption-type company split without obtaining approval of the general meeting of shareholders according to the provisions of Article 784, Paragraph 2 of the Companies Act.
The Company Split is an absorption-type company split between the Company as the splitting company and SOUTH as the succeeding company.
SOUTH issues 2,450 shares upon the Company Split and allocates all of them to the Company.
The Company has not issued stock acquisition rights or bonds with stock acquisition rights.
There will be no increase or decrease in the Company’s capital due to the Company Split.
SOUTH will succeed to the rights and obligations related to the Data Consulting Business that the Company will cause SOUTH to succeed to.
The Company considers that there will be no problems with respect to the fulfillment of financial obligations that should be assumed by SOUTH after the Company Split.
In order to ensure the fairness and appropriateness with regard to the number of shares to be held after the Company Split, the two parties held careful and extensive discussions on the value of the business that would be succeeded from the splitting company to the succeeding company, as well as on assets, liabilities, and other details. Then, based on the value calculated by the comparable listed company analysis method, the parties agreed on the number of shares to be allotted to the splitting company as a consideration equivalent to the value of the Company Split. Please note that the Company has not obtained a valuation report on the Company Split from a third-party appraiser.
|Splitting Company||Succeeding Company|
|(1) Trade name||Macromill, Inc.||SOUTH Inc.|
|(2) Address||2-16-1 Konan, Minato-ku, Tokyo||2-16-1 Konan, Minato-ku, Tokyo|
|(3) Title/name of representative||Toru Sasaki, Representative Executive Officer and Global CEO||Kota Yuida,
Founder, President and Representative Director of the Board
|(4) Main business||Marketing research||Marketing consulting|
|(5) Capitalization||1,062 million yen (as of June 2021)||1 million yen (as of the end of February 2022)|
|(6) Date of incorporation||January 31, 2000||March 3, 2020|
|(7) Number of shares outstanding (excluding treasury stock)||39,462,665 shares (as of March 31, 2022)||1,000 shares (as of February 28, 2022)|
|(8) Fiscal year-end||June||February|
|(9) Major shareholders and their holding ratios||The Master Trust Bank of Japan, Ltd.:16.3%
Northern Trust Co.:15.3%
Custody Bank of Japan, Ltd.:15.3%
SSBTC CLIENT OMNIBUS ACCOUNT:4.2%
|(10) Financial position and operating results in immediately preceding fiscal year|
Note: As the Company applies the International Financial Reporting Standards (IFRS), the above-mentioned net assets and ordinary income stand for the total amount of equity attributable to owners of the parent company and the amount of profit before tax, respectively.
Data consulting business operated by the DMP Business Division
|Performance of the business to be split (a)||Performance of the Company (non-consolidated) (b)||Ratio (a/b)|
|Revenue||240 million yen||22,523 million yen||1.07%|
|Items||Book Value||Items||Book Value|
|Fixed assets||-||Fixed liabilities||-|
|Current assets||100 million yen||Current liabilities||4 million yen|
|Total||100 million yen||Total||4 million yen|
Note: The actual amounts of assets and liabilities to be split will be calculated by adding or subtracting any increase or decrease in the amounts above up to the day before the effective date.
No changes will be made as a result of the Company Split to the Company’s trade name, main business, address, title or name of representative, capitalization, or fiscal year-end. With regard to the succeeding company, the following changes will be made as of the effective date of the Company Split:
|(1) Trade name||Eight Hundred, Inc. (Abbreviation: EHI)|
|(2) Address||2-16-1, Konan, Minato-ku, Tokyo (No change)|
|(3) Title/name of representative||Shohei Ohata, President and Representative Director
(Currently Vice President, Head of DMP Business Division of Macromill, Inc.)
Kota Yuida, Vice President and Representative Director
(Currently Founder, President and Representative Director of SOUTH Inc.)
|(4) Capitalization||3,450,000 yen|
|(5) Fiscal year-end||June|
The Company Split will have a minor impact on the performance of the splitting company.
The Company will acquire shares in SOUTH as a consideration for the succession of its Data Consulting Business to SOUTH through the Company Split, as described in “I. The Company Split.”
As described in “4. Overview of the Companies Involved in the Company Split” under “I. The Company Split.”
|(1) Number of shares held before the transfer||Number of shares held: - shares
(Number of voting rights: - )
(Ratio of voting rights owned: - %)
|(2) Number of shares to be acquired||Number of shares held: 2,450
(Number of voting rights: 2,450)
|(3) Number of shares held after the transfer||Number of shares held: 2,450
(Number of voting rights: 2,450)
(Ratio of voting rights owned: 71.0%)
Note: As described in “I. The Company Split,” the Company will acquire shares in SOUTH as a consideration for the succession of its Data Consulting Business to SOUTH through the Company Split, and therefore will pay or receive no monetary value for the acquisition of the shares.
The value of the consideration (stock value associated with the business to be succeeded) is less than 15% of the Company’s net assets (non-consolidated) in the immediately preceding fiscal year.
|(1) Date of resolution by the Board
(approval of the absorption-type company split agreement)
|May 12, 2022|
|(2) Contract date (absorption-type company split agreement)||May 12, 2022|
|(3) Share acquisition date
(as a result of the absorption-type company split taking effect)
|July 1, 2022|
We consider that the Company Split will have a minor impact on our consolidated business performance. In cases where any matters to be disclosed arise in the future, we will notify them promptly.
|Corporate Communication & IR Division –||email@example.com|