Business Integration of KDDI Evolva and Relia, Inc.

KDDI Corporation

Mitsui & Co., Ltd.

January 13,2023

-- On January 13, 2023, KDDI CORPORATION (Head office: Chiyoda-ku, Tokyo; President, Representative Director: Makoto Takahashi; KDDI) and Mitsui & Co., Ltd. (Head office: Chiyoda-ku, Tokyo; Representative Director, President and Chief Executive Officer: Kenichi Hori; Mitsui) have entered into a basic transaction agreement for business integration (the Business Integration) based on a spirit of equality of KDDI Evolva, Inc. (Head office: Shinjuku-ku, Tokyo; President & Representative Director: Hajime Wakatsuki; KDDI Evolva), a wholly-owned subsidiary of KDDI, and Relia, Inc. (Head office: Shibuya-ku, Tokyo; President & CEO: Takashi Amino; Relia), an equity method affiliate of Mitsui, and a shareholders agreement concerning operations and the like of the integrated company (the Integrated Company) after the Business Integration [

1].

For the details of the Business Integration, please refer to the following notice as well:



Notice Regarding Planned Commencement of Tender Offer for Shares of Relia, Inc. (Security Code: 4708) by Otemachi Holdings G.K. in Connection with Business Integration of Relia, Inc. and KDDI Evolva, Inc. as announced by Mitsui today.

1. Outline of the Business Integration

(1)

Mitsui established Otemachi Holdings G.K. on January 6, 2023. Otemachi Holdings G.K. will make a tender offer (the Tender Offer) for all of the common stock of Relia [

2] in order to effect the Business Integration.

(2)

If, upon the completion of the Tender Offer, not all of the shares of the common stock of Relia [

2] are acquired, Otemachi Holdings G.K. and Mitsui will, after the completion of the Tender Offer, make a demand for share cash-out or share consolidation in order to own all of the shares of the common stock of Relia [

3]. In addition, a squeeze-out procedure will be implemented so that any shares of Relia not tendered in the Tender Offer may be acquired without the need for obtaining individual shareholders approval.

(3)

After the completion of the squeeze-out procedure, an absorption-type merger wherein Relia is to be the surviving company and Otemachi Holdings G.K. is to be the absorbed company (Merger No.1), will be executed between Relia and Otemachi Holdings G.K.

(4)

After the entry into force of Merger No.1, an absorption-type merger wherein KDDI Evolva is to be the surviving company and Relia is to be the absorbed company (Merger No.2), will be executed with a merger ratio such that KDDI and Mitsui would own 51.0% and 49.0% of the voting rights, respectively.

Both KDDI and Mitsui will support the decision of new measures with the utmost respect for the corporate culture and management autonomy that KDDI Evolva and Relia have fostered, in order to enhance the corporate value of the Integrated Company group.

In recent years, the importance of BPO [

4] has been increasing due to a shortage of human resources caused by a decrease in the working population and work style reforms implemented by companies. In addition, the need for DX (digital transformation) is increasing in companies and society, and the further acceleration of digitalization is becoming notable, leading to the BPO industry itself entering a period of structural change. As a result, there is a need to upgrade services and expand business domains in response to the diversification of customer needs and changes in corporate activities.

In response to this environment, KDDI and Mitsui decided to implement the Business Integration in order to strengthen contact center services, provide services to resolve customers business issues, and achieve further customer success. Through the Business Integration, DX promotion service in the digital channel fields and operational design and operational capabilities owned by both KDDI Evolva and Relia, as well as the capabilities of the KDDI Group and the Mitsui Group in corporate customer contacts, IT, and overseas business expertise will be combined, and thereby KDDI and Mitsui will contribute to solving customers real problems and aim to develop digital BPO [

5] services that expand both in Japan and overseas.

2. Integration Schedule (proposed) Execution of the basic transaction agreement and the shareholders agreement January 13, 2023

Commencement of the Tender Offer (proposed) around March, 2023

Implementation of the squeeze-out procedure (proposed) around June, 2023

Implementation of Merger No.1 (proposed) around June, 2023

Implementation of Merger No.2 (proposed) around July, 2023

3. Outline of KDDI Evolva and Relia Name KDDI Evolva, Inc. Relia, Inc.

Location 3-2, Nishi-Shinjuku 2-chome, Shinjuku-ku, Tokyo 6-5, Yoyogi 2-chome, Shibuya-ku, Tokyo

Name and title of representative Hajime Wakatsuki, President & Representative Director Takashi Amino, President & CEO

Description of business Business Process Outsourcing (BPO) centered on Contact Center Services Contact center and back office services

Amount of share capital 100 million yen 998 million yen

Number of employees Approximately 28,000 (as of June 2022) Full-Time employees 15,078, Contract employees 20,901 (consolidated) (as of March, 2022)

4. Other Matters KDDI, which has extensive knowledge of DX, and Mitsui, which operates globally, established GEOTRA in June 2022, in order to contribute to smart cities by providing platform and analysis services to allow forecasting of future personal activity. Both companies will continue to demonstrate their strengths and aim to further deepen their collaboration in various areas, including smart cities, mobility, energy, infrastructure, entertainment, and healthcare.

[1]

The Business Integration is subject to the completion of procedures and measures required under the laws and regulations of each countrys competition laws, and the transactions described in

LINK:	https://news.kddi.com/kddi/corporate/english/newsrelease/2023/01/13/64...
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