August 20, 2021
For Immediate Release:
MTI Ltd.
Representative: Toshihiro Maeta,President and Chief Executive Officer
Listing: Tokyo Stock Exchange(First Section) [9438]
Contact: Hiroshi Matsumoto, Senior managing Director

Notice Concerning Reorganization (Company Demerger and Absorption-Type Merger(Simplified/Short-Form Merger)) of Wholly Owned Subsidiary, MEDIANO Ltd.
MTI Ltd. (hereinafter the “Company”) announces that a meeting of its Board of Directors held on August 20,
2021 resolved to transfer the M&A business and the content business of its wholly owned subsidiary,
MEDIANO Ltd. (hereinafter the “current MEDIANO”), to the new MEDIANO Ltd. (hereinafter the “newMEDIANO”) through a company demerger effective September 30, 2021, and to absorb the current
MEDIANO (scheduled to change its trade name to MEDIANO Corporation as of September 30, 2021),
which will operate the advertising agency business after the company demerger.
Since this reorganization is a company demerger of a wholly owned subsidiary and is also a simplified
absorption-type merger involving a wholly owned subsidiary, some disclosure items and details have been
omitted.
[I] Purpose of the Company Demerger and Absorption-Type Merger
The current MEDIANO is engaged in the M&A business (including the content business acquired throughM&A) and the advertising agency business. By transferring the M&A business to the new MEDIANO, wewill build a system that enables us to focus on the M&A business. In addition, since the advertising agency
business is linked to the Company’s content business and ad placement, the Company will create an efficientbusiness operation system by integrating the two businesses through an absorption-type merger.
【Current】【After Reorganization】MTI Ltd.

MTI Ltd.
③Absorption-TypeMerger

Advertising agency
business

100.00%MEDIANO Ltd.［Current］
Advertising agency
business

100.00%MEDIANO Ltd.［Current］

M&A business
Contents business

MEDIANO Ltd.［New］
M&A business
Contents business②After the new demerger, thecompany name will be changed
to Mediano Corporation

1①New Demerger

[Ⅱ] Company Demerger
1. Summary of MEDIANO’s Company Demerger(1) Schedule of the Company Demerger
August 20, 2021

Resolution of the Board of Directors (MTI Ltd. and current MEDIANO)

August 20, 2021

Resolution at the General Meeting of Shareholders (current MEDIANO)
Effective date of the Company Demerger

September 30, 2021

(2) Method of the Company Demerger
This is an incorporation-type company demerger in which the current MEDIANO will be the demerging
company and the new MEDIANO will be the succeeding company.
(3) Handling of share acquisition rights and bonds with share acquisition rights associated with theCompany Demerger
Not applicable.
(4) Increase or decrease in capital stock due to the Company Demerger
There will be no change in capital, etc. as a result of this company demerger.
(5) Rights and obligations succeeded by the new company
The new company will succeed from the demerging company all assets, liabilities, employment contracts,
and other rights and obligations necessary for the execution of the businesses (M&A business and contentbusiness) to be succeeded through the company demerger.
(6) Outlook on the fulfillment of obligations
For the company demerger, the Company has determined that there is a likelihood of the fulfillment ofthe obligations to be borne by the splitting company and the new company.
2. Summary of companies involved in the Company Demerger
Demerger company*Current MEDIANOMEDIANO Ltd.
(1) NameNew company*New MEDIANOMEDIANO Corporation(Scheduled to change the company nameto MEDIANO Corporation on September
30, 2021)(2) Address(3) Name and title ofTokyo Opera City Tower 3-20-2,

Tokyo Opera City Tower 3-20-2,

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Teppei Hamada, CEO

Teppei Hamada, CEO

M&A business, Contents business andM&A business and Contents business

representative(4) Nature of business

Advertising agency business(5) Capital stock

10 millions of yen

10 millions of yen(6) Date of

1 October, 2003

30 September, 2021

200 shares

200 sharesestablishment(7) Number of issued
shares2

(8) Fiscal year

September 30(9) Major shareholder

MTI Ltd,

September 30
100.0%

MTI Ltd,100.0%

and shareholding
ratios(10) Financial conditions and operating results for the most recent fiscal year
Fiscal year

September 30, 2020

September 30, 2020

(Consolidated)(Non-consolidated)

Net assets

387 millions of yen- millions of yen

Total assets

532 millions of yen- millions of yen(Note) The outline of the demerging company is as of March 31, 2021, while that of the new company is as of
September 30, 2021 (prospects).

3. Summary of the business to be demerged(1) Business content of the business to be demerged
M&A business and Contents business(2) Operating results of the business to be demerged
September 30, 2020

Net sales

360 millions of yen (outlook)(3) Items and amounts of the assets and liabilities to be demerged
Assets

383 millions of yen ,Liabilities

75 millions of yen(Note) The above amounts of assets and obligations have been complied based on the balance sheet as of June 30, 2021.
Actual amounts to be assumed will reflect an increase or decrease from the above amounts that may arise until theeffective date.

[Ⅲ] Absorption-Type Merger
1. Summary of the Merger(1) Schedule of the Merger
August 20, 2021

Resolution of the Board of Directors (MTI Ltd. and current MEDIANO)

August 20, 2021

Merger agreement date

September 30, 2021

Merger effective date

(Note) Since this is a short-form merger pursuant to Article 796, Paragraph 2 of the Companies Act of Japan for theCompany and is also a short-form merger pursuant to Article 784, Paragraph 1 of the Companies Act for thecurrent MEDIANO, the merger will be carried out without the approval of the respective general meetings ofshareholders.

(2) Method of the Merger
Since this is an absorption-type merger with the Company as the surviving company, MEDIANO will bedissolved.
(3) Allocation of shares associated with the Merger
Since the merger is a merger with a wholly owned subsidiary of the Company, there will be no allotmentof shares or money, etc. as a result of the merger.

3(4) Handling of stock acquisition rights and bonds with stock acquisition rights of the dissolving
company in association with the Merger
Not applicable.
2. Summary of companies involved in the Merger(1) Name

MTI Ltd.

(As of March 31, 2021)
Dissolving company by absorption*Current MEDIANOMEDIANO Ltd.

(2) Address

Tokyo Opera City Tower 3-20-2,

Tokyo Opera City Tower 3-20-2,

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Toshihiro Maeta, CEOTeppei Hamada, CEOContents business and

M&A business, Contents business andHealthcare business

Advertising agency business(5) Capital stock

5,180 millions of yen

10 millions of yen(6) Date of

12 August, 1996

1 October, 2003

61,209,300 shares

200 shares(8) Fiscal year

September 30

September 30(9) Major shareholder

Toshihiro Maeta

19.38%and shareholding

KMC, Inc.

16.49%

ratiosHikari Tsushin K.K

8.75%

UH Partners2, Inc

8.75%

MEDIPAL HOLDINGS

5.15%

Surviving company by absorption(3) Name and title ofrepresentative(4) Nature of businessestablishment(7) Number of issued
shares
MTI Ltd,100.0%CORPORATIONUH Partners3, Inc.

3.99%

(10) Financial conditions and operating results for the most recent fiscal year
Fiscal year

September 30, 2020

September 30, 2020

(Consolidated)(Non-consolidated)

Net assets

21,510 millions of yen

387 millions of yen

Total assets

30,547 millions of yen

532 millions of yen

Net assets per share

350.83 yen

1,935,313.06 yen

Net sales

26,082 millions of yen

522 millions of yen

Operating income

2,507 millions of yen(16) millions of yen

Ordinary income

2,082 millions of yen(15) millions of yen

Profit attributable to506 millions of yen(52) millions of yen

9.28 yen(263,699.28) yen

owners of parent
Net income per share(Note) The absorption-type merger will be executed after the company demerger described in [II] above.

43. Status after the Merger
There will be no changes in the name, address, name and title of representative, business description, capitaland book closing period of the Company after the merger.
[Ⅳ] Outlook for the future
Since the reorganization is a company demerger of a wholly owned subsidiary and a simplified
absorption-type merger with the wholly owned subsidiary, the impact on consolidated financial results
will be minor.
（Reference）
ProfitNet sales

OperatingOrdinaryattributable

Net income

incomeincome

to owners

Per shareof parent
Earnings forecast for FY2021(For the fiscal year ending
September 30, 2021)

Millions of yen

Millions of yen

Millions of yen

Millions of yen

Yen

25,500

2,100

1,600

(1,000)(18.27)～26,500～2,500～2,000～(600)～(10.96)

26,082

2,507

2,082506

9.28

FY2020 (Actual)(For the fiscal year ended
September 30, 2020)＜Points to consider concerning forecasts
Matters stated in this material concerning results forecasts are based on assessments, assumptions andconvictions derived from information available to the Company at the time when this material is published.
They may differ significantly from actual results due to a variety of factors, including future economic
conditions in Japan and overseas, changes in conditions for business operations in Japan and overseas, oruncertain factors and potential risks inherent in forecasts. Those risks and uncertain factors include
unpredictable effects on results that may arise from future events.
Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Contact information for inquiries
Investor Relations OfficeE-mail: ir@mti.co.jp URL： https://www.mti.co.jp/eng

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