June 9, 2021

ALBERT Inc.

(Stock code: 3906) 2-21-1,Kita-Shinjuku,Shinjuku-ku, Tokyo Takeshi Matsumoto, President

Notice Concerning Capital and Business Alliance with SBI Holdings, Inc.,

Stock Offering and Change in Largest Shareholder

and Other Affiliated Companies

At a Board Meeting held today, ALBERT Inc. (hereafter "ALBERT") resolved to form capital and business alliance with SBI Holdings, Inc. (hereafter "SBI").

Simultaneously, along with this alliance, ALBERT was announced that SBI Financial Services Co., Ltd. (hereafter "SBIFS") will acquire ALBERT's common stock held by Whiz Asia Evolution Fund, ALBERT's major shareholder, through off-market negotiation transaction corresponded to stock offering. In addition, the transfer of shares will occur a change of ALBERT's the largest major shareholder and other affiliated companies.

I. Capital and business alliance

1. Purpose and background of the alliance

ALBERT's MISSION is "Building the future with data science. We are the CATALYST.". We contribute to industry development as an artificial intelligence (AI) development partner with a view toward AI social implementation providing "Big data analysis", "AI algorithm development", "AI implementation" and versatile AI products. We also offer the data scientist training support by utilizing our unique program is backed by our accumulated experience and know-how because of the shortage in data scientists in each industry.

In addition, we have defined the domain of automotive, manufacturing, communications & logistics and finance as "core industries", and through data analysis support for these key industries, we have accumulated expertise in the industrial domain to provide solutions that utilize AI to solve customers' apparent and latent issues. Working across a variety of industries, we serve as a catalyst through AI algorithm development and data analysis, and have developed the "CATALYST strategy" aiming to promote AI and data sharing between industries and to create an AI networked society by serving as a catalyst for AI algorithms and data.

We are pleased to announce that we have decided to form a business alliance with aim to reinforce effort to utilize big data and AI in advanced technology domain in SBI and its subsidiaries (collectively, the "SBI Group")' Financial Service Business, Asset Management Business and Biotechnology, Healthcare & Medical Informatics Business, and upgrade existing businesses and creating new business.

2.Details of the alliance

  1. Contents of business alliance
  1. Upgrading existing businesses and planning and developing new services using big data and AI in the SBI Group's advanced technology domain.
  2. Joint planning, review and development of AI products and AI systems in the SBI Group's advanced technology domain.
  3. Planning and development of new business solutions using big data across industries through collaboration between ALBERT and SBI Group.
  4. Further promoting ALBERT's "CATALYST strategy" by leveraging the SBI Group's track record and know-how in a wide range of business domain.
  5. Support for business development to SBI Group's investee companies.
  6. Support the education of data scientists and citizen data scientists for the SBI Group's employees.
  7. Joint research through industry-academia collaboration in AI-related fields, etc.

1

(2) Contents of capital alliance

We have been notified that SBIFS agreed with Whiz Asia Evolution Fund Investment Limited Partnership and its general partner, Whiz Partners Inc. on June 9, 2021 to acquire 1,383,100 of ALBERT's shares from Whiz

Asia Evolution Fund (31.29% of all issued stocks) through an off-market negotiated transaction and stock transfer will be done on June 30, 2021. For details, please refer to III below.

(3) Details of agreement on the right to appoint director

ALBERT and SBI have agreed in the agreement on capital and business alliance that (i) If the shareholding ratio of ALBERT's shares held by SBI is 5% or more, SBI may nominate one candidate for the position of director, and ALBERT shall endeavor to submit a proposal for the election of the candidate for director nominated by SBI to the shareholders' meeting (The schedule will be decided through discussion.) and (ii) If the shareholding ratio of ALBERT's shares held by SBI is 10% or more, SBI agrees to allow ALBERT to have one person designated by SBI to participate in ALBERT's board of directors meetings and important meetings (including management meetings) as an observer (without the right to speak or vote).

In the basic agreement on capital and business alliance, ALBERT has agreed to hold an extraordinary general meeting of shareholders until the end of August 2021 in order to elect directors to replace Hiroshi Takeda, Jun Matsumura, Takashi Ejiri and Satoru Iino, who are scheduled to resign as directors of ALBERT in the event of the acquisition of ALBERT's shares by SBIFS. And it has also agreed that a resolution for the election of two or more candidates for directors, including one candidate nominated by SBI, will be adopted at the extraordinary general meeting of shareholders.

3.Company profile

(1)

Company Name

SBI Holdings, Inc.

(2)

Head Office

1-6-1 Roppongi, Minato-ku, Japan

(3)

Representative

Representative Director, President Yoshitaka Kitao

(4)

Description of Business

Control and management of SBI Group through share

ownership

(5)

Capital

Approximately 98,711 million yen (as of March 31,

2021)

(6)

Establishment

July 8, 1999

Major Shareholders and Shareholding

The Master Trust Bank of Japan, Ltd.

7.05%

(7)

(Trust Account)

Ratio

(as of March 31, 2020)

Capital relationship

None

(8)

Relationship with Parties

Personal relationship

None

Trade relationship

None

Related party status

None

Financial position and Performance in the past 3 years（in million yen）

Consolidate fiscal year ended

FY March 31,

FY March 31,

FY March 31,

2019

2020

2021

Consolidated total equity

562,557

593,699

717,095

Consolidated total assets

5,034,124

5,513,227

7,208,572

(9)

Equity per share attributable to owners of

2,000.82

1,955.91

2297.87

parent (yen)

Consolidated revenue

351,411

368,055

541,145

Profit before income tax expense

83,037

65,819

140,380

Profit attributable to owners of

52,548

37,487

81,098

parent

Consolidated basic earnings per share

231.43

163.18

399.78

4

(yen)

Dividends per share (yen)

100

100

120

4.Schedule

June 9, 2021 (Today)

Corporate resolution (ALBERT), Conclusion of this alliance, Start of this alliance

June 30, 2021 (Scheduled)

Stock transfer

5.Outlook

We will promptly announce any matters about this alliance that requires disclosure in the future. This alliance spurs improvement of ALBERT's mid-long term performance.

  1. Stock offering 1.Details

(1)

Class and Number of Shares to be Offered

1,383,100 shares of common stock of the Company

(2)

Selling Price

5,450 yen per share

(3) Total Selling Price

7,537,895,000 yen

(4)

Sellers and the number of Shares to be Offered

Whiz Asia Evolution Fund 1,383,100 shares

Transfer of common stocks from Whiz Asia Evolution

(5)

Method of Offering

Fund to SBIFS through an off-market negotiated

transaction.

(6)

Subscription Period

June 28, 2021

(7)

Date of Share Transfer

June 30, 2021

(8) Advance on Subscription

N/A

(9)

Share Unit of Subscription

100 shares

The Company submitted a Securities Notice

(10) Others

concerning the above transaction to Kanto Local

Finance Bureau in accordance with the Financial

Instruments and Exchange Act.

2. Purpose of stock offering

As described in I. above, ALBERT will enter into the capital and business alliance agreement with SBI, and SBIFS will enter into a share transfer agreement on June 9, 2021 with Whiz Asia Evolution Fund Investment Limited Partnership and its general partner, Whiz Partners Inc.. The purpose of this agreement is to transfer ALBERT's common stock through stock offering in accordance with the procedures stipulated by the relevant laws and regulations. For details, please refer to III below.

[Reference]

Earnings forecasts in FY 2021 (released on February 15, 2021) and the result in FY12/20

(Unit: in million)

Net sales

Operating profit

Ordinary profit

Current net profit

Forecasts in FY12/21

3,380

404

404

267

Results for FY 12/20

2,703

250

272

146

4

Ⅲ. Change in largest major Shareholder and other affiliated companies 1.Reason of the change

SBIFS agreed with Whiz Asia Evolution Fund on June 9, 2021 to acquire 1,383,100 of ALBERT's shares Whiz Asia Evolution Fund has (31.38% of all voting rights) and Stock transfer will be done on June 30, 2021. As a result, Whiz Asia Evolution Fund will not hold any ALBERT's common stock, and it will not be the largest major shareholder. On the other hand, SBI is expected to be the other affiliated company and SBIFS is expected to be the major and largest shareholder and other affiliated company.

(As of June 30, 2021, the investment agreement dated November 21, 2016 that ALBERT entered into with Wiz Partners Inc. will be terminated.)

2.Overview of major shareholder

  1. Overview of the shareholder who will be the new other affiliated company Please refer to "Ⅰ . Capital and business alliance 3. Company profile" above.
  2. Overview of the shareholder who will be the new largest major shareholder and other affiliated company (SBIFS)

(1)

Name

SBI Financial Services Co., Ltd.

(2)

Location

1-6-1 Roppongi, Minato-ku, Japan

(3)

Representative

Representative Director, President Masato Takamura

(4)

Description of Business

Control and management of financial services of SBI Group

(5)

Capital

100 million yen (as of March 31, 2021)

(6)

Establishment

June 13, 2012

(7)

Capital

213,403 million yen (as of March 31, 2020)

(8)

Total asset

214,195 million yen (as of March 31, 2020)

(9)

Major Shareholders

and

SBI Holdings Inc.

100%

Shareholding Ratio

(10)

Relationship with Parties

Capital relationship

None

Personal relationship

None

Trade relationship

None

Related party status

None

  1. Overview of the shareholder who will no longer be the largest major shareholder (Whiz Asia Evolution Fund)

(1)

Name

Whiz Asia Evolution Fund

(2)

Location

36th Floor, Atago Green Hills MORI TOWER, 2-5-1, Atago, Minato-ku,

Japan

(3)

Basis of Establishment

Limited Partnership act for Investment (Act No. 90 of June 3, 1998. Incl.

subsequent amendments)

(4)

General Partnership

Company Name

Whiz Partners Inc.

Head Office

36th Floor, Atago Green Hills MORI TOWER,

2-5-1, Atago, Minato-ku, Japan

Representative

Atsushi Matsumura, Founder

4

Description of Business

(a)

Securities acquisition and holdings

(b)

Asset management of investment limited

partnerships

(c)

Accounting and audit advisory for equity

and credit holdings

(d)

Corporate strategy consulting and asset

management advisory

(e)

Business development practice including

mergers and acquisitions, technology

joint ventures, sales distribution

partnerships, and manufacturing

partnerships

(f)

Type II Financial Instruments Business as

defined by Japanese Financial

Instruments and Exchange Act

(g)

Investment Management practice as

defined by Japanese Financial

Instruments and Exchange Act

(h)

Investment Advisory practice and agency

as defined by Japanese Financial

Instruments and Exchange Act

All other business practices pertaining to the

above

Capital

100 million yen

3.The number of voting rights (number of shares) held by shareholder and the percentage of the total number of voting rights before and after the changing

(1) SBI

Number of voting rights/Number of shares held

Shareholding

Attributes

rank among

major

Direct

Indirect

Total

shareholders

Retention

Retention

Before

shareholdings

―

―

―

―

―

change

After

Other affiliated

13,831

13,831

shareholdings

―

―

company

(31.38 %)

(31.38%)

change

4

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Albert Inc. published this content on 09 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 June 2021 07:02:03 UTC.