December 22, 2020
To whom it may concern,
Corporate name:

Makuake, Inc.

Representative:

Ryotaro Nakayama, CEO(Code: 4479)

Contact info:

Yuki Tamura,
Corporate Officer and General Manager ofBusiness Management DivisionTel:+81-3-6328-4038

Regarding the acquisition of shares of jisibari Co., Ltd. (as a subsidiary) and absorption-typemerger (merger conducted while omitting an approval at a general meeting of shareholders)
At the meeting of the board of directors held today, our company has resolved to acquire all
shares of jisibari Co., Ltd. (hereinafter referred to as “the Acquisition of Shares”) to reorganize it into
a subsidiary on January 29, 2021, and absorb said company (hereinafter referred to as “the Merger”)
with the effective date scheduled to be February 1, 2021.
The Merger will become effective if the Acquisition of Shares is conducted, and is theabsorption-type merger with the wholly owned subsidiary omitting an approval at a general meetingof shareholders. Accordingly, some items to be disclosed and some contents are omitted.
I. Reason for the acquisition of shares and the purpose of the merger
Our company sets the mission “to connect the world and create something new” under the visionof “actualizing a world in which things that should be born will be born, things that should spread will
spread, and things that should remain will remain,” operates business for the purpose of offering aplace where you can find and obtain unprecedented things ahead of other enterprises, and recognizes
that the enhancement of system development is an essential management goal for growing business.
Through this absorption-type merger, we will acquire all shares of jisibari Co., Ltd. as part ofefforts for attaining said goal.
jisibari Co., Ltd. mainly develops software, websites, and apps, and offers consulting services.
By absorbing jisibari Co., Ltd., our company will strive to strengthen necessary systems forbusiness growth, and believes that it will be possible to achieve sustainable corporate growth and risk
dispersion. Furthermore, our company has resolved to absorb jisibari Co., Ltd. after judging that byfusing the managerial resources and management know-how of the two companies, it is possible toenhance productivity, reduce management costs, and so on to streamline business operations further.
II. Regarding the acquisition of shares
1. Outline of the subsidiary to be reorganized (jisibari Co., Ltd.)
(1)

Name

jisibari Co., Ltd.

(2)

Location54-1 Motoyoyogi-cho, Shibuya-ku, Tokyo(3)

Post and name of theMasashi Fujiike, Representative Director

representative(4)

Business description

Development of software, websites, and apps; and provision ofconsulting services(5)

Capital500 thousand yen(6)Date of establishment

March 28, 2017

(7)

Major shareholders

Masashi Fujiike; 100.0%

and shareholding ratio(8)

Relationships betweenCapital relationship

There is no capital relationship between

the listed company
and jisibari Co., Ltd.

our company and jisibari Co., Ltd.
Personal relationship

There is no personal relationshipbetween our company and jisibari Co.,
Ltd.

Transaction relationship

There is a transaction relationshipbetween our company and jisibari Co.,
Ltd. for outsourcing.

Whether jisibari Co.,jisibari Co., Ltd. does not fall underLtd. falls under related

related parties.

parties of our company(9)Business performance and financial position of jisibari Co., Ltd. in the past 3 years

Accounting periodTerm ended Jan. 2018

Term ended Jan. 2019

Term ended Jan. 2020

Net asset

2,664 thousand yen

6,622 thousand yen

8,150 thousand yen

Total asset

9,020 thousand yen

19,182 thousand yen

21,651 thousand yen

Net asset per share

2,664 thousand yen

6,622 thousand yen

8,150 thousand yen

Net sales

26,932 thousand yen

50,596 thousand yen

66,729 thousand yen

Operating income

3,510 thousand yen

4,945 thousand yen

Negative 672
thousand yen

Ordinary income

3,510 thousand yen

4,927 thousand yen

2,113 thousand yen

Net income

2,664 thousand yen

3,957 thousand yen

1,528 thousand yen

Net income per share

2,664 thousand yen

3,957 thousand yen

1,528 thousand yen

2. Outline of the person whose shares will be received(1)

Name and address(2)

Relationship

Masashi Fujiike, Urayasu-shi, Chiba Prefecture
There are no items to be described.

between the listedcompany and said
individual
3. Number of shares to be acquired, acquisition price, and situations of shares held before and after
the acquisition(1)

Number of shares held
before the transfer(2)

Number of shares to beacquired(3)

Acquisition price0(No. of voting rights: 0) (Ownership ratio of voting rights: 0.00%)
50*(No. of voting rights: 50)
We refrain from disclosing the acquisition price, to follow thewishes of the other party. Said price was determined based on theshare price estimation by WARC Inc., which is a third party that
does not have a stake in our company, through negotiations withsaid company after completing fair processes, and recognize thatsaid price is fair.

(4)

Number of shares held
after the transfer

50(No. of voting rights: 50) (Ownership ratio of voting rights:100.0%)*jisibari Co., Ltd. split shares and issued new shares in April 2020, and the total number of outstanding
shares at the time of the Acquisition of Shares is 50.
4. Schedule(1)

Date of resolution of the board of directors

December 22, 2020

(2)

Date of conclusion of the contract

December 22, 2020

(3)

Date of execution of share transfer

January 29, 2021 (planned)

III. Regarding merger
1. Summary of merger

(1) Schedule of merger(1)Date of resolution of the board of directors

December 22, 2020

(2)

Date of conclusion of the contract

December 22, 2020(3)Date of merger (effective date of theFebruary 1, 2021 (planned)

Merger)Note: The Merger falls under simplified absorption-type merger defined in Article 796, Paragraph 2of the Companies Act for our company, which will continue to exist, and falls under short-form
absorption-type merger defined in Article 784, Paragraph 1 of the Companies Act for jisibari Co., Ltd.,
which will be dissolved through the Merger. Accordingly, the Merger will be carried out without anapproval for the contract for absorption-type merger at a general meeting of shareholders of eithercompany.
(2) Type of the Merger
It is absorption-type merger, so Makuake, Inc. will continue to exist while jisibari Co., Ltd. will bedissolved through the Merger.
(3) Details of allocation through the Merger
As of February 1, 2021, which is the scheduled date of the Merger (the effective date of the Merger),jisibari Co., Ltd. will be a wholly owned subsidiary of our company. Accordingly, there will be noallocation of shares or other funds through the Merger.
(4) Handling regarding share acquisition rights and corporate bonds with share acquisition rights
through the Merger
None
2. Outline of the companies involved in the Merger (as of September 30, 2020)
Surviving company inDissolving company in absorption-type

absorption-type merger

merger(1)

Name

Makuake, Inc.

jisibari Co., Ltd.

(2)

Location

2-16-1 Shibuya-ku, Tokyo

54-1 Motoyoyogi-cho, Shibuya-ku,
Tokyo

(3)

(4)

Post and name

Ryotaro Nakayama,

Masashi Fujiike,of theRepresentative Director andRepresentative Director

representative

President

Business

Operation of supportive

Development of software, websites,

description

services, mainly “Makuake,” aand apps; and provision of consulting

service for enabling purchaseservicesfor supporting new products
and experiences(5)

Capital1,136,847 thousand yen

500 thousand yen(6)Date ofMay 1, 2013

March 28, 2017

11,667,700

50

September 30

January 31

establishment(7)

Number ofoutstanding
shares(8)Date of accountsettlement

(9)

Major

CyberAgent, Inc.

55.58%

shareholders

Custody Bank of

5.11%

andJapan, Ltd.

shareholding

The Master Trust

ratio

Bank of Japan, Ltd.

Masashi Fujiike

100.0%

4.02%

RBC IST 15 PCT

2.67%

LENDINGACCOUNT CLIENT
ACCOUNT
Ryotaro Nakayama
(10)

2.53%

Financial position and business performance in the previous fiscal year

Accounting periodTerm ended September 2020

Term ended January 2020

Net asset

2,673,017 thousand yen

8,150 thousand yen

Total asset

6,173,446 thousand yen

21,651 thousand yen

228.20 yen

8,150 thousand yen

Net sales

3,225,281 thousand yen

66,729 thousand yen

Operating income

510,249 thousand yen

Negative 672 thousand yen

Ordinary income

512,054 thousand yen

2,113 thousand yen

Net income

369,670 thousand yen

1,528 thousand yen

33.03 yen

1,528 thousand yen

Net asset per share

Net income per share
3. Situation after the Merger

There will be no changes to our company’s name, headquarters’ location, representative’s post/name,business, capital, or accounting period due to the Merger.

IV. Future outlook
The effects of the Acquisition of Shares and the Merger on our company’s performance are minor.
(For reference) Earnings forecast for the current term (announced on October 27, 2020) and results forthe previous term
Net sales

Operating

Ordinary income

Net income

incomeEarnings forecast

5,172 million yen

620 million yen

617 million yen

450 million yen

3,225 million yen

510 million yen

512 million yen

369 million yen

for the current
term (FY9/2021)
Results for theprevious term(FY9/2020)