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Notice of Acquisition of Shares of Mitrais Pte. Ltd. (New Subsidiary)

2019/09/14

CAC Holdings Corporation (the “Company”) hereby announces that at a meeting of its Board of Directors held on September 24, 2019, the Company adopted a resolution to acquire all shares of Mitrais Pte. Ltd. (“Mitrais”), an IT company with major business locations in Indonesia, which would result in Mitrais becoming a subsidiary of the Company. Details are as follows.

1. Reason for the acquisition of the shares

In its medium-term strategy, the CAC Group aims to achieve sustainable growth by responding to rapid changes brought about by digital transformation (DX). Consequently, the Group is working to incorporate new technologies and revamp its business structure. In the era of DX, agile development methods geared towards rapid system development are expected to proliferate in response to the need to introduce IT solutions andsystems quickly and flexibly in line with the fast-changing business environment. In order to foster and strengthen agile development within the Group, the Company has decided to acquire Mitrais, which has a strong track record and know-how in agile development in Indonesia and Australia, as well as having a large number of professional engineers.

The Company will target further growth for the Group by sharing Mitrais’ know-how and best practice in agile development methods within the Group, to create opportunities to propose agile development to existing customers and to attract new customers, in Japan and elsewhere, while simultaneously developing the Indonesian market.

2. Overview of subsidiary to be changed (as of September 24, 2019)

(1) Name

Mitrais Pte. Ltd.

(2)Location

Republic of Singapore

(3)Position and name of representative

Managing Director David William Magson (Founding Manager)

(4)Established

June 16, 2000

(5)Number of employees

475

(6)Main business

Sale and maintenance of software products and software development service

(7) Capital

2,329,000 Singapore dollars

(8)Total number of shares outstanding

2,329,000

(9)Shareholders and their shareholding ratios

David William Magson 69.1%, Elizabeth Veronica Magson 30.9%

(10)Relationship with the Company

There are no capital, personal and business relationships with the Company.

* Singapore dollar = 78.11 yen [as of September 20, 2019]

Consolidated financial results of the Mitrais Group for the most recent three years
(Unit: thousand Singapore dollars)

Fiscal year

FY2016/12

FY2017/12

FY2018/12

Total assets

11,069

12,772

13,683

Net assets

4,519

5,729

5,667

Net sales

14,474

18,078

22,461

EBITDA

1,539

2,950

5,086

Net income

351

1,799

2,931

 

 

3. Overview of the sellers of the shares

(1)Name

David William Magson

(2)Address

Republic of Singapore

(3)Relationship between the Company and the individual

There are no capital, personal and business relationships to mention between the Company and the individual. The individual is a Managing Director of Mitrais.

 

(1)Name

Elizabeth Veronica Magson

(2)Address

Republic of Singapore

(3)Relationship between the Company and the individual

There are no capital, personal and business relationships to mention between the Company and the individual.

 

4. Number of shares to acquire, acquisition price and the status of shares owned before and after acquisition

(1)Number of shares owned before acquisition

0
(Number of voting rights: 0)
(Percentage of voting rights owned:0.0%)

(2)Number of shares to acquire

2,329,000
(Number of voting rights: 2,329,000)

(3)Acquisition price

2,890 million yen (rough estimate)

(4)Number of shares owned after acquisition

2,329,000
(Number of voting rights: 2,329,000)
(Percentage of voting rights owned:100.0%)

 

5. Schedule

Date of resolution at the Board of Directors meeting: September 24, 2019
Date of contract: September 24, 2019
Date of transfer of shares: By the end of October 2019 (planned)

 

6. Future outlook

The impact of this matter on financial results for the fiscal year ending December 31, 2019 of the Company is minor.

As announced on September 10, 2019, if it is decided that revisions are necessary to the consolidated results forecasts for the fiscal year ending December 31, 2019, they will be announced immediately after a detailed examination is made, including other factors.

 

END

 

Contacts
CAC Holdings Corporation, Corporate Planning Dept., Enterprise Value Up Group
E-mail: prir@cac.co.jp