Notice regarding business succession through company division (simplified takeover-type company division)

Notice regarding business succession through company division (simplified takeover-type company division)

Internet Initiative Japan, Inc.

Internet Initiative Japan, Inc.

TOKYO, Aug. 04, 2022 (GLOBE NEWSWIRE) — Internet Initiative Japan Inc. (hereinafter referred to as “IIJ”, TSE Prime Market: 3774) announces that IIJ’s Board of Directors has today decided to succeed the business of enterprise Internet service providers and cloud computing service distribution business from Internet Revolution, Inc. (hereinafter referred to as “i-revo”), by dividing the company (simplified division of a company of the takeover type).

The separation of the company, which is a takeover type, is expected to result in an increase or decrease in IIJ’s total assets of no more than 10% of net assets as of the last day of the preceding fiscal year and an increase in revenue of no more than 3% of revenue in the previous fiscal year. Therefore, some disclosures and details are partially omitted.

1. Purpose of division of the company
i-revo’s enterprise internet service provider business (providing enterprise internet connectivity services, etc.) and cloud computing service reseller business (reselling public cloud services) are highly compatible with IIJ’s business. Based on discussions with i-revo, IIJ is to inherit these businesses through a simplified takeover-type company separation and expects to expand these businesses.

2. Summary of the division of the company
(1) Schedule of division of the company

Date of decision of the Board of Directors

August 4, 2022

Date of contract

August 8, 2022 (scheduled)

Effective date

October 1, 2022 (scheduled)

Note: This division of companies is considered a division of companies of a simplified merger type under Art. 796, Para. 2 of the Commercial Code. Accordingly, approval by a general meeting of shareholders is not required in any company.

(2) Method of division of the company
A merger of a takeover type company where IIJ will be the successor company and i-revo will be the demerger company.

(3) Distributions Related to the Separation of the Company
IIJ is scheduled to deliver i-revo with JPY 249,000,000 in cash as compensation for the separation of the company.

(4) Treatment of new share subscription rights and new share subscription bonds in connection with the division of the company
Not applicable.

(5) Change in capital due to division of the company
The division of the company will not lead to an increase/decrease in capital.

(6) Rights and obligations to be inherited by the successor company
Among the covenants, other rights and obligations in connection with the successful businesses, IIJ will inherit those provided for in the takeover-type company separation agreement.

(7) Prospects for fulfillment of debt obligations
IIJ considered that no problems should be expected with respect to the performance of its obligations that it will assume on and after the effective date of the separation of the company.

3. Basis of distribution related to division of the company etc.
In terms of calculating the value of a business that will succeed, IIJ adopted the discounted cash flow method (hereinafter referred to as the “DCF method”) to reflect future business activities. The amount of money to be delivered was negotiated based on the DCF valuation, which is based on the financial projections of the business that will be successful based on i-revo’s business plan. The business plan does not include a significant increase or decrease in profit.

4. Overview of the companies involved in the division of the company (As of March 31, 2022)

A successful company

Separation company

1. Company name

Internet Initiative Japan Inc.

Internet Revolution, Inc.

2. Address

2-10-2, Fujimi, Chiyoda-ku, Tokyo

1-11-1, Ginza, Chuo-ku, Tokyo

3. Name and position of
Representative

CEO and President,
Eijiro Katsu

CEO and President,
Mitsuhiro Masanobu

4. Business Purposes

Providing internet connectivity and outsourcing services, providing system integration and selling equipment

Operation of digital entertainment business systems, development and operation of Internet services

5. Fixed capital

JPY23.023 million

JPY100 million

6. Establishment

December 3, 1992

February 1, 2006

7. Number of issued shares

93,534,800 shares

25,000 shares

8. End of fiscal year

March 31

March 31

9. Major shareholders and
equity ratios

Nippon Telegraph and Telephone
Corporation 22.4%
The Master Trust Bank of Japan,
Ltd. (trust account) 9.7%

Konami Digital Entertainment Co., Ltd. 100%

10. Financial status and results of operations for the last fiscal year

Fiscal year

The fiscal year ended March 31, 2022
(Consolidated, IFRS)

The fiscal year ended March 31, 2022
(Unconsolidated, Japanese GAAP)

Equity, relating to the owners of
the parent or net assets

JPY103.528 million

JPY2.660 million

The total amount of assets

JPY231.805 million

JPY2.899 million

Equity per share or
net assets per share

¥1,146.32

106,417.04 yen

Proceeds

JPY226.335 million

JPY1.106 million

Operating profit or ordinary
incomes

JPY23.547 million

JPY40 million

Profit attributable to the owners of the parent company or net income

JPY15.672 million

JPY25 million

Basic earnings per share or net
Earnings per share

173.56 yen

981.92 yen

5. Business Continuity Review
(1) Details of business to be divided
Business with Enterprise Internet Service Provider and Business with Cloud Computing Service Distributors from i-revo.

(2) Business results of the business that will be successful (As of March 31, 2022)
Revenue JPY691 million

(3) Assets and liabilities to be inherited
The IIJ will assume the contractual positions, other rights and obligations related to the businesses to be inherited, which are specified in the agreement to separate the company of the takeover type. There are no assets and no debts to be inherited.

6. Status after the division of the company
There will be no change in the name, address, representative name and title, business objectives, share capital and fiscal year end of IIJ as a result of this Company Separation.

7. Predictions
The separation of the company is not expected to have a material impact on IIJ’s consolidated financial objectives.

Reference: Consolidated financial targets for the fiscal year ending March 31, 2023 (million yen)

Proceeds

Operative
profit

profit
before taxes

Net income
due to
owners of the parent

Consolidated financial targets (fiscal year ending 31 March 2023)

250,000

27,200

26,300

17,500

Consolidated financial results (fiscal year ended 31 March 2022)

226,335

23,547

24,162

15,672

< Относно Internet Initiative Japan Inc. >
Founded in 1992, IIJ is one of Japan’s leading providers of Internet access and total network solutions. IIJ and its group companies provide end-to-end network solutions that primarily serve high-end enterprise customers. IIJ’s services include high quality Internet connectivity services, mobile services, security services, cloud computing services and system integration. In addition, IIJ operates one of the largest Internet backbone networks in Japan, which is connected to the United States, the United Kingdom, and Asia. IIJ was listed on the First Section of the Tokyo Stock Exchange (“TSE”) in 2006 and transitioned to the main market of the TSE from April 2022.

Tel.: +81-3-5205-6500 Email: [email protected] URL: https://www.iij.ad.jp/en/ir

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