Restar : Notice Concerning Conclusion of Share Transfer Agreement Related to the Acquisition of Shares (Addition of Subsidiaries)

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 shall prevail.

	September 29, 2023
Company Name:	Restar Holdings Corporation
	(Code: 3156 Tokyo Stock Exchange
	Prime Market)
Name of	Tomoharu Asaka,
Representative:	Representative Director CFO
Contact	Susumu Nishima,
Information:	Corporate Executive Officer in charge of
	Public Relations and Investor Relations
	(Tel.: ∔81-3-3458-4618)

Notice Concerning Conclusion of Share Transfer Agreement Related to the Acquisition of Shares

(Addition of Subsidiaries)

Restar Holdings Corporation (the "Company") hereby announces that, at a meeting of the Board of Directors held on the date of this release, it resolved to acquire the shares of TSUZUKI EMBEDDED SOLUTIONS CO.,

LTD., TSUZUKI DENSAN TRADING (SHANGHAI) CO., LTD., TSUZUKI DENSAN HONG KONG CO., LTD., and TSUZUKI DENSAN SINGAPORE PTE.LTD. (hereinafter, collectively referred to as the "Target Companies"), which are group companies of TSUZUKI DENKI CO., LTD., and make them wholly owned subsidiaries, and thereby concluded a share transfer agreement with TSUZUKI DENKI CO., LTD. on the date of this release.

1. Reason and Purpose of Share Acquisition

Under our management vision of "Global (in view and scale) / Social Contribution / Collaboration and Innovation," the Company aims to be "the Electronics Value Platformer" that accommodates all manner of stakeholder needs through a wide range of business activities, including the sale and provision of solutions for semiconductors and electronic components, the handling of video, audio, and communications equipment for broadcasters and the public, the development, manufacture, and sale of settlement and access management systems integrating NFC (Near Field Communication) technology, the planning and operation of solar and wind power plants and other renewable energy, and the operation of vegetable factories.

In order to enrich people's lives and society, industry and society are evolving at an ever-accelerating pace. The Company believes that demand for electronic components, particularly semiconductors, will continue to grow in the future based on factors such as production innovation that utilizes new advanced technologies, electrification in support for the safe driving of vehicles, investment in digitalization in the IoT society, and the growing need for environmental products for a decarbonized society.

Under this environment, customers in the FA, production machinery, and automotive device markets, as well as a wide range of products and related services and technologies held by the Target Companies will be added to the Group, including power semiconductors for decarbonization and energy-saving products, GPUs, ASICs, and memory. Along with this expansion in scale, the Group will expand its cross-selling variations by further enhancing line cards without duplication. Also, in IoT solutions such as image recognition and sensing, which are growth areas of the Target Companies, it will be possible to supplement the Company's strength in vision- related technologies, including Sony semiconductors and equipment, as well as image-related AI. In addition, the Company believes that developments such as the expansion of its semiconductor reliability testing and design and development contract services to major customers of the Target Companies will contribute to further enhancing its presence in semiconductor manufacturing related fields. The Company will target further growth by leveraging the strengths of both the Company and the Target Companies and exercising synergies.

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< Synergies Targeted by Making the Target Companies Subsidiaries >

1. Mutual complementing and cross-selling of existing products
2. Development of solutions in the sensing domain
3. Restar matching service (business matching service) utilization and collaboration
4. Development of high value-added businesses by merging technical resources from both sides
5. Sharing business models that focus on customer value chains
6. Expanding the Company's appeal in the SaaS and security fields

2. Overview of the Subsidiary to be Transferred (Acquired)

1) Overview of TSUZUKI EMBEDDED SOLUTIONS CO., LTD.

(1)

Name

TSUZUKI EMBEDDED SOLUTIONS CO., LTD.

(2)

Location

2-5-3Nishi-Shinbashi,Minato-ku, Tokyo, Japan

(3)

Job title and name of

Masato Tozawa, President and Representative Director

representative

Sales, maintenance and support of ICT products, electronic devices,

(4)

Description of business

electronic components and other embedded products; sales of office

supplies

(5)

Share capital

350 million yen

(6)

Date of establishment

July 1, 2021

(7)

Major shareholders and

TSUZUKI DENKI CO., LTD. (100%)

ownership ratios

Capital

Not applicable.

relationship

(8)

Relationship between the

Personnel

Not applicable.

Company and said company

relationship

Business

Not applicable.

relationship

(9)

Operating results and financial position of said company for the last three years (millions of yen)

Fiscal year

Fiscal year ended

Fiscal year ended

Fiscal year-end

ended March 31,

March 31, 2022

March 31, 2023

2021

Net assets

－

10,744

11,175

Total assets

－

19,484

20,442

Net assets per share

－

1,534,904.65 yen

1,596,525.49 yen

Net sales

－

12,296

26,537

Operating profit

－

261

791

Ordinary profit

－

268

821

Profit attributable to owners of

－

173

549

parent

Basic earnings per share

－

24,744.06 yen

78,477.12 yen

2) Overview of TSUZUKI DENSAN TRADING (SHANGHAI) CO., LTD.

(1)

Name

TSUZUKI DENSAN TRADING (SHANGHAI) CO., LTD.

(2)

Location

Room3902,

United

Plaza,

No1468

Nanjing

Road(W),

Shanghai,

China

(3)

Job title and name of

Yasunori Hida, President

representative

(4)

Description of business

Sales of semiconductors,

electronic

components, and

electronic

equipment

(5)

Share capital

560,000 US dollars (65 million yen)

(6)

Date of establishment

February 20, 2006

(7)

Major shareholders and

TSUZUKI DENKI CO., LTD. (100%)

ownership ratios

(8)

Relationship between the

Capital

Not applicable.

2

	Company and said company	relationship
		Personnel	Not applicable.
		relationship
		Business	Not applicable.
		relationship
(9)	Operating results and financial position of said company for the last three years (millions of yen)
	Fiscal year-end	Fiscal year ended		Fiscal year ended		Fiscal year ended
	March 31, 2021		March 31, 2022		March 31, 2023
	Net assets		303		359		416
	Total assets		490		627		671
	Net assets per share	542.00 yen		642.78 yen		743.44 yen
	Net sales		831		1,098		1,352
	Operating profit		9		13		44
	Ordinary profit		5		19		59
	Profit attributable to owners of		5		14		61
	parent
	Basic earnings per share	8.95 yen		26.01 yen		110.31 yen
3) Overview of TSUZUKI DENSAN HONG KONG CO., LTD.
(1)	Name	TSUZUKI DENSAN HONG KONG CO., LTD.
(2)	Location	Unit4012, Tower2, Metroplaza, 223 Hing Fong Road, Kwai Chung
New Territories, Hong Kong
(3)	Job title and name of	Ryoji Atogami, President
representative
(4)	Description of business	Sales of semiconductors, electronic components, and electronic
equipment
(5)	Share capital	2 million HK dollars (31 million yen)
(6)	Date of establishment	June 11, 1997
(7)	Major shareholders and	TSUZUKI DENKI CO., LTD. (100%)
ownership ratios
		Capital	Not applicable.
		relationship
(8)	Relationship between the	Personnel	Not applicable.
Company and said company	relationship
		Business	Not applicable.
		relationship
(9)	Operating results and financial position of said company for the last three years	(millions of yen)
	Fiscal year-end	Fiscal year ended		Fiscal year ended		Fiscal year ended
	March 31, 2021		March 31, 2022		March 31, 2023
	Net assets		252		314		345
	Total assets		642		803		694
	Net assets per share	126.31 yen		157.04 yen		173.00 yen
	Net sales		1,754		3,378		2,471
	Operating profit (loss)		(1)		40		24
	Ordinary profit		2		36		23
	Profit attributable to owners of		2		33		21
	parent
	Basic earnings per share	1.04 yen		16.93 yen		10.88 yen
4) Overview of TSUZUKI DENSAN SINGAPORE PTE.LTD.
(1)	Name	TSUZUKI DENSAN SINGAPORE PTE.LTD.
(2)	Location	60 Paya Lebar Road, #11-38 Paya Lebar Square, Singapore 409051
(3)	Job title and name of	Akinori Shigeta, President
representative
(4)	Description of business	Sales of semiconductors, electronic components, security solutions,
IoT solutions
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(5)

Share capital

300,000 Singapore dollars (19 million yen)

(6)

Date of establishment

March 16, 1994

(7)

Major shareholders and

TSUZUKI DENKI CO., LTD. (100%)

ownership ratios

Capital

Not applicable.

relationship

(8)

Relationship between the

Personnel

Not applicable.

Company and said company

relationship

Business

Not applicable.

relationship

(9)

Operating results and financial position of said company for the last three years (millions of yen)

Fiscal year-end

Fiscal year ended

Fiscal year ended

Fiscal year ended

March 31, 2021

March 31, 2022

March 31, 2023

Net assets

217

276

350

Total assets

336

451

617

Net assets per share

724.11 yen

921.67 yen

1,167.88 yen

Net sales

829

1,132

1,921

Operating profit

28

58

91

Ordinary profit

29

56

90

Profit attributable to owners of

24

46

78

parent

Basic earnings per share

82.48 yen

153.90 yen

262.72 yen

3. Overview of Counterparty in the Share Acquisition

(1)

Name

TSUZUKI DENKI CO., LTD.

(2)

Location

Tokyo Art Club Building, 6-19-15 Shinbashi,

Minato-ku, Tokyo,

Japan

(3)

Job title and name of

Isao Emori, Representative Director, President and CEO

representative

(4)

Description of business

Design, development, construction, maintenance of network system

and information system

(5)

Share capital

9,812.93 million yen

(6)

Date of establishment

March 26, 1941

(7)

Consolidated net assets

35,387 million yen (fiscal year ended March 31, 2023)

(8)

Consolidated total assets

83,207 million yen (fiscal year ended March 31, 2023)

ASO CORPORATION

4,500 thousand shares (24.14%)

Major shareholders and

Fujitsu Limited

2,402 thousand shares (12.88%)

(9)

The Master Trust Bank of Japan, Ltd. (trust account)

ownership ratios

1,200 thousand shares (6.44%)

(As of March 31, 2023)

Capital

Not applicable.

relationship

Personnel

Not applicable.

Relationship between the

relationship

(10)

Company and said company

Business

Not applicable.

relationship

Related party

Not applicable.

relationship

4. Number of Shares to be Acquired, Acquisition Costs, and Shareholding Before and After Acquisition

(1)

Number of shares held

0 shares

before the change

(Ratio of voting rights held: 0%)

TSUZUKI EMBEDDED SOLUTIONS CO., LTD.

7,000 shares

Number of shares to be

TSUZUKI DENSAN TRADING (SHANGHAI) CO., LTD.

(2)

560,000 shares

acquired

TSUZUKI DENSAN HONG KONG CO., LTD.

2,000,000 shares

4

		TSUZUKI DENSAN SINGAPORE PTE.LTD.	300,000 shares
(3)	Acquisition costs (Note)	Approx. 12,970 million yen
		TSUZUKI EMBEDDED SOLUTIONS CO., LTD.	7,000 shares
		TSUZUKI DENSAN TRADING (SHANGHAI) CO., LTD.
(4)	Number of shares held		560,000 shares
after the change	TSUZUKI DENSAN HONG KONG CO., LTD.
			2,000,000 shares
		TSUZUKI DENSAN SINGAPORE PTE.LTD.	300,000 shares

(Note) Acquisition costs are expected to be approximately 12,970 million yen, but will be determined after certain adjustments following the acquisition.

5.	Schedule
	(1)	Date of resolution at the meeting of the Board of Directors	September 29, 2023
	(2)	Date of conclusion of agreement	September 29, 2023
	(3)	Date of share transfer	January 9, 2024 (scheduled)
6.	Future Outlook
	If the share acquisition is executed as scheduled, the Target Companies will become consolidated subsidiaries

of the Company from the fourth quarter of the fiscal year ending March 31, 2024.

The Company is currently examining the impact of this transaction on consolidated financial results for the current fiscal year, and will promptly disclose information related to any matters that require disclosure.

(Reference) Forecasts of Consolidated Operating Results for the Current Fiscal Year (Announced on May 12, 2023) and Consolidated Results for the Previous Fiscal Year

					(millions of yen)
		Consolidated	Consolidated	Consolidated	Profit attributable
		net sales	operating profit	ordinary profit	to owners of parent
	Forecasts of
	consolidated operating
	results for the current	500,000	10,000	7,000	7,000
	fiscal year
	(fiscal year ending
	March 31, 2024)
	Consolidated results
	for the previous fiscal
	year	487,129	14,423	12,043	7,085
	(fiscal year ended
	March 31, 2023)

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