Tender offer forMERCURY REALTECH INNOVATOR Inc.
July 16, 2024 (Securities Code: 3491)

前田

株式会社MERCURY REALTECH INNOVATORへの公開買付け等の実施について

Becoming an incomparable company in the real estate data industry

2024年●月●日 （証券コード：3491）

GA technologies x MERCURY REALTECH INNOVATOR

Transaction highlights

Expand the real estate data business as the third pillar of profit by acquiring
a new revenue source by combining the real estate data owned by the two companies

Transaction
data onpre-owned
real estateTransaction
data onrental realestateTransaction
data onbuy / sellbrokerage

Utilizes the vast amount ofreal estate data andmonetization know-how
shared by both companies

Monetization
know-howfor realestate data

Data onnewly built
properties
accumulated
over 30years

Operations
to getnewly built
property
data

Become an incomparable company in the real estate data industry3

GA technologies x MERCURY REALTECH INNOVATOR

Expands the scope of business support SaaS services provided by GA GroupGA Group provides business support SaaS services to broad real estate domains
Effects of this transaction
NewDevelopment &sales

281

companies

SynergySales brokerage

Rental agency

143

860 companies

2,817

companies

companies/740stores/ approx. 2,000stores

Property
management

3,146

companies

DXによる産業変革

Investment &management200

companies

Expected to increase at an accelerating rate due to the cross-selling potential of this transaction

Already provides SaaS services to approx. 7,400 customers*1) out of approx. 120,000 real estate companies in Japan*2)*1) The total service provision figures are simply calculated using simple cumulative figures. *2) The number of real estate companies nationwide is quoted from the results of the Ministry of Land, Infrastructure, Transport and Tourism's
FY2020 Enforcement Status Survey of the Real Estate Transaction Business Act.

4GA technologies x MERCURY REALTECH INNOVATOR

Expands the amount of data owned by GA Group through this transaction
Real estate investment data

Real estate data
Number ofcondominiums in Japan
Approx.

7.00

M units*1)

Condominiums data
owned by GA Groupafter this transaction

Available data
(sum)

49

3.42
Approx.

0.63M units

Annual tenant application

Approx.

Approx.

1.5T yen*2)

Sales

Available data(Current GA)

9%

Availabledata(FY2026)

20%%

10%

M units

Condominiums data owned
by GA Group before
this transaction

Annual transaction amount

Availabledata(FY2023)

Approx.

Rental brokerage data

143.2B yen

Sales

313.7B yen

2.65M

*3)

Further expand
market share

Available
data(FY2023)

40%

Annual numberof applications

1.07M*1) Figures as of the end of 2022 from the Ministry of Land, Infrastructure, Transport and Tourism's "Trends in the Number of Condominiums for Sale
*2) The annual transaction value is estimated at 1.5 trillion yen, based on Tokyo Kantei Corporation's “Metropolitan Area New and Used Condominium Market Size (January 2021)” and “Metropolitan Area New and Used Condominium Status Flow(May 2021)”, property data registered with the Real Estate Information Network for East Japan, and the results of the top 10 investment property companies*3)Calculated and estimated reference to the FY2022 cancellation rate for those who ITANDI’s “Moushikomi uketsuke-kun” service based on the number of the contract

5

GA technologies x MERCURY REALTECH INNOVATOR

Target company and its business overview
Target company’s profile
TargetMERCURY REALTECH INNOVATOR Inc.
(referred to as “Mercury”)

Representative

Representative Director, President
Takahiro Jin

FoundedMay 1991

Capital

243 million yen (as of March 2024)

Location“Real estate marketing platformer”
sustained by big data on real estate and technology

Market analysis system for newly
built condominium One-stop solution for timeconsuming and labor-intensive
research, analysis, and reporting

2-6-1 Nishishinjuku, Shinjuku-ku, Tokyo(Aggregate display by section)※Branch office locations: Osaka, Nagoya

Employees

78 employees (as of February 2024)

BusinessTechnology-driven data platformbusiness for the real estate industry

Securities code

Business overview

5025 (TSE Growth Market)

Real estate market trend
research and analysis systemEquipped with various
categories of data
Enables of understanding thereal estate market over a wide
area and over a long period(Overall market conditions across various housing categories)6GA technologies x MERCURY REALTECH INNOVATOR

Issues that Mercury is resolving
Resolving customer issues

Database supporting to the provide solution

Issues that real estate companies have

Built a database with high barriers toentry collected over 30 years

Hard to analyze data andprepare documents
Want to improve
effects of web
advertisement

Hard to findnecessary information
DeveloperBroker

Supporting the real estate industry by making
practical use of overwhelming“real estate big data” in each situation

Number of
condominiums
60,000 buildings
About 140,000
buildings
in Japan*1)

Number offlyer
40,000 copies

43%

Number of units
2.79M units
About 7M units inJapan*1)

Number offloor plans
670,000 rooms

40%

Number of
pictures ofproperties
20,000 photos*1) The number of housing units nationwide is quoted from the Ministry of Land, Infrastructure, Transport and Tourism's trends in the number of condominiums in stock. For the number of condominium buildings nationwide, we usevalues ​calculated from the number of residential units nationwide, assuming an average of 50 units per building.

7

GA technologies x MERCURY REALTECH INNOVATOR

Overview of business model
Supporting the real estate industry through the use of big data
and technology accumulated over 30 years
Platform businessFor developers
To streamline condominium siteacquisition and product planning

Digital marketing businessFor developersFor brokers
To improve the quality of property documents
To have the documents of the new building
when it was sold

Summary series

Data download service

Real estate data browsing,providing aggregate graphs,
market research and analysis systems

Sales support services
using real estate big dataTo increase the effectiveness of our web
marketingRenewal of the website

Support for internet
marketingCustomer attraction support byusing real estate big dataand marketing know-how8

GA technologies x MERCURY REALTECH INNOVATOR

Industry standard growth business
Establishing a position as the industry standard with a strong customer base and steady growth in sales

Stable and growing sales

Customer base to support growth
Introduced to all of the top 20 companies
in terms of condominium units supplied *1)（Million yen）

1,500
1,372

1,414

1,437

1,254

2021/22022/22023/22024/2*1) “New Condominium Market Trend 2023”, Real Estate Economic Institute Co., Ltd.

2025/2(Plan)（計画）

Rank

CompanyCompany

Rank

1

Mitsui Fudosan Residential

11

DAIWA HOUSE INDUSTRY

2

Pressance Corporation

12

NIPPON STEEL KOWA REAL ESTATE

3

Nomura Real Estate Development

13

Kanden Realty ＆ Development

4

Sumitomo Realty & Development

14Tokyo Tatemono

5

MITSUBISHI ESTATE RESIDENCE

15

ES-CON JAPAN

6Takara Leben

16

NISSHO ESTEM

7Anabuki Kosan

17

DAIWA LAND RESIDENCE

8Open House Development

18MARIMO

9ESLEAD CORPORATION

19

TOKYU LAND CORPORATION

10Hankyu Hanshin Properties

20

SHINNIHON CORPORATION

9GA technologies x MERCURY REALTECH INNOVATOR

Overview of the transaction
Target company

MERCURY REALTECH INNOVATOR Inc.
(Securities Code: 5025 / referred to as “Mercury”)

Transaction structure

Tender offer for Mercury• The aim is to acquire a majority interest on a fully diluted basis. It is assumed that Mercury willremain listed even after this transaction

Tender offer period

From Wednesday, July 17, 2024 to Wednesday, August 14, 2024 (20 business days)

Settlement
commencement date

Wednesday, August 21, 2024

Tender offer price509 yen per share of common stock (-10% compared to closing price of July 12)

Total purchaseamountApprox. 684 million yen

Tender agreement
shareholders

Tender agreement with Takahiro Jin and JINX Inc. (JINX Inc. is Jin Takahiro’s asset managementcompany)

Number of shares tobe purchased

Planned: 1,344,000 shares(The maximum and minimum numbers are the same as the number to be purchased because GA
Group intends to acquire Mercury’s shares at a discount price on the assumption that it will remainlisted)

Funding method

Cash on hand (planned)

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GA technologies x MERCURY REALTECH INNOVATOR

Transaction structure

By purchasing the shares held by Takahiro Jin through the tender offer,
GA acquire a majority interest on a fully diluted basis in Mercury and made it a consolidated
subsidiary. Mercury will remain listed even after this transaction

Pre - transaction *2)

Takahiro Jin*1)

3.1%

63.5%

Post - transaction *2)

Minorityshareholders

33.4%

Takahiro Jin*1)

54.5%*1) The share of JINX Inc. is included in Takahiro Jin's equity interest*2) Calculated using the denominator of 2,613,100 shares, which is the total number of shares outstanding as of May 31, 2024 (2,744,000 shares minus 130,900 shares of treasury)

12.1%

Minorityshareholders

33.4%

11

Strategic significance of the transaction

GA technologies x MERCURY REALTECH INNOVATOR

Strategic significance of the transaction

1

Establishes a leading position in the real estate data business Establishment of an absolute position in the volume of real estate data, surpassing
all other companies

2
3

Expands real estate data and acquires and maximizes
monetization know-how

 Acquisition of new compact condominium data that GA Group does not have
 Establishment of the business model to monetize transaction data

Becomes an infrastructure company of the real estate data Creation of an integrated database and use for advanced analysis and insight
discovery such as AI analysis
 Provision of a variety of services around real estate data as an infrastructurecompany

13

Establishes a leading position in the real estate data business

The potential of GA Group to solve problems in the real estate industry
The biggest issue in the real estate industry

The potential of GA Group

Failure to provide a transparent andseamless customer experience

There is potential to resolve issues in thereal estate industry through the realestate data business
AI and digitization capabilities

Asymmetry ofinformation

Analog and low
productivity

Poor user
experience

Comprehensiveness andquantity of data held14

Establishes a leading position in the real estate data business

Utilizes the last mile data through AI in GA Group
Creates value through the strength of the last mile’s data retention
and the use of AI in those data
High-speed input oflarge volumes of analog data••

Our strength is the data retention of the last mile
Acquire large amounts of analog information down
to the deepest data••

Compiling various data into a database
Analysis through AI

Analog information input such as paper and fax①Buy/sell data
• Sales data
• Surrounding data
• Building data• Investment real estate
distribution data ,etc.
②Rental data・Surrounding area data
・Building data
・Vacancy data・Application requirement data・Tenant background data ,etc.

Creatingadatabase

Automaticinput＋Manual
inputsOutcomeValue creation
through AI

Automation through AIBig Data••

Increased productivity and operation
streamlining
Creation of new value

Increased productivity,
operation streamlining
AIanalysis

AI assessment
Vacancy period projection
according to conditions

Check bypeople

Machine learning

Image processing
technology

Natural language
processingtechnology

Data analysis
technology

Provision of new serviceswith the use of data15

Establishes a leading position in the real estate data businessLeading position in the real estate data business that GA Group aims
Through this transaction, GA Group will be in a unique position in the industry
with data volume and sophisticated digitalization
Positions of each company in the real estate data industry
High

Degree ofdigitization

Small and medium-sized
real estate data tech companies

Position to be achieved
through this transaction

Many other general real estate companies

Existing data holding companies

Low
SmallData quantity

Large16

Expands real estate data and Acquires and Maximizes monetization know-how

Overview of data strategy and positioning of this transaction
The aim of this transaction is to create a third pillar of profit by acquiring a newrevenue source in addition to strengthening and streamlining existing businesses
Strengthens and streamlines
existing businesses

Productivity
improvement

Building an integrated
real estate database

Value-added
improvement

AI analysis andinsight discovery fromhuge amounts of big data

３

Creates a new revenue source

Utilizes and maximizes
real estate data
monetization know-how
３Expands services
toperipheral areas asreal estate data
infrastructure
17Expands real estate data and Acquires and Maximizes monetization know-how

Expands real estate data and acquires and maximizes monetization know-how
Foundation for future real estate data business by expanding real estate datathat GA Group currently does not have and utilizing Mercury's data monetization know-how
Real estate data/Transaction data

Core
Compactbusinesses condominium

Familycondominium
Quasi-Corebusinesses
Apartment,
land,detached
house

Potential
businesses

Premium
property●Data monetization

Post capital andbusiness alliance

New▲

Used

●

●

●Rent●●

●

New▲

Used▲

Rent

●

●

●

●

●

Post capital andbusiness alliance●▲
Expansion of real estate data●●▲

Acquisition ofmonetization
know-how●
Maximizemonetization▲
know-how

New▲

Used▲

▲

Rent

●

●

New▲

Used▲

▲

▲

Rent

●

●

●

●

▲

●

●

▲
●

●

●

18

Making great strides to become a real estate data infrastructure company

Positioning of this transaction in the real estate data infrastructure strategy
The utilization of real estate and transaction data accumulated by GA Group and Mercury andbuilding the foundation for future expansion of services into peripheral areas
Data solutions
Market analysis/forecasts
Real estate development

Data business

Investment decisions

Real estate SaaS/Marketplace

Real estate data

Real estate valuation

Transaction data

Transaction data

Real estate investment data＋Property management data

Real estate financeRisk assessments

Monetization know-how

Rental data
Buy / Sell data19

Making great strides to become a real estate data infrastructure company

The goal as a real estate data infrastructure company
Productivity improvements,
operation streamlining

AI assessment
50

Vacancy period projection
according to conditions

Real estate data

AIPriceEnvironment
Property type
RENT

Building information

Vacancy information

IntegratedDB
Platform

Financial institutions
Prospective buyers
Real estate company

Inspectors, etc.

Property owners

Equipment

Provide wide range of services as infrastructure in real estate data
Improves transparency of thereal estate market as a whole

Streamlines
real estate operations

Investors

Customers using the data

Real estate big data in integrated DB enables
AI analysis and insight discovery

Improves safety20

Disclaimer
This material contains forward-looking statements, which are based on current
expectations, forecasts and assumptions that involve risks.
These forward-looking statements contain uncertainties, and actual results may differ
substantially from these statements.
These risks and uncertainties include general industry and market conditions as well asJapanese and international economic conditions such as changes in interest rates andexchange rates.
GA Technologies has no obligation to update or correct the forward-looking statements
contained in this material, regardless of any new information, future events, etc.
Contact usIREmail：ir@ga-tech.co.jp
IR Web site：https://www.ga-tech.co.jp/ir/
21