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
Asia, Australia & Oceanic Stories
07/08/2026
Opening Statement: Public hearing of the Inquiry into Racism, Hate and Violence ...
06/08/2026
Screen Australia and YouTube Australia fund five new teams through eleventh Skip...
04/08/2026
SBS helps Australians understand why every Census counts
Media releases
As Australia prepares for the 2026 Census on Tuesday 11 August, SBS is helping ensur...
30/07/2026
Premiere date revealed for SBS Original drama The Airport Chaplain, starring Hug...
29/07/2026
SBS Appoints Chief Commercial Officer and Director of Marketing and Audiences
29 July, 2026
Media releases
SBS is pleased to announce the appointment of Ni...
29/07/2026
Applications open for IFFI/WAVES Film Bazaar in Goa - Producer Delegation 28 July 2026
Image credit: Four Years Later
Screen Australia has opened applications...
23/07/2026
NITV launches new By Mob For Mob series in partnership with NRMA Insurance
23 July, 2026
Media releases
National Indigenous Television (NITV) has launched ...
23/07/2026
Screen Australia announces new national documentary accelerator program 23 July 2026
Screen Australia has today announced the Above the Line Documentary Accel...
21/07/2026
SBS scores biggest ever FIFA World Cup Reach as Spain triumph in the final
21 July, 2026
Media releases
Spain v Argentina attracted a Total TV reach of al...
17/07/2026
Legendary presenter Anton Enus to sign off from SBS World News after 27 years wi...
17/07/2026
Millions rise before dawn to watch FIFA World Cup 2026 semi-finals on SBS
17 July, 2026
Media releases
England v Argentina attracted a Total TV reach of a...
16/07/2026
NITV and SBS bring Australians to the heart of Garma
16 July, 2026
Media releases
The Garma Festival returns from 31 July-3 August, with NITV and SBS deliv...
14/07/2026
Techtel Successfully Relocates AICD Broadcast Studio to New Sydney Headquarters
BroadcastBroadcast EquipmentLive StreamingBroadcast Studio2026
14 July Writ...
13/07/2026
Millions tuned in for quarter-finals of the FIFA World Cup 2026 on SBS
13 July, 2026
Media releases
Norway v England attracted a Total TV reach of 3.7 mil...
09/07/2026
SBS statement Royal Commission on Antisemitism and Social Cohesion
9 July, 2026
Media releases
SBS acknowledges the gravity of the matters before the Roy...
08/07/2026
Well over half of Australia have tuned in to watch the FIFA World Cup on SBS
7 July, 2026
Media releases
Australia's Round of 32 match against Egypt a...
08/07/2026
SBS and Koorie Heritage Trust announce three-year partnership to celebrate First...
08/07/2026
The right team. The right time.' How The Killings at Parrish Station stuck t...
08/07/2026
Australians in Film and Screen Australia launch FUTURE VISION Forward to elevate...
07/07/2026
New appointments to Screen Australia board 7 July 2026
The Albanese Labor Government has made new appointments to the Screen Australia board.
Dr Tania Chamber...
07/07/2026
The right team. The right time.' How The Killings at Parrish Station stuck t...
06/07/2026
Techtel debuts insyght: making ST 2110 media discovery easy
intellisphereinsyght2026
6 July Written By Suzanne Costello
Sydney, Australia - 06 July 2026 T...
03/07/2026
Caden Pearson appointed new Commissioning Editor for NITV
3 July, 2026
Media releases
National Indigenous Television (NITV) has strengthened its commitment...
02/07/2026
Screen Australia backs audience-led filmmaking with new insight-driven initiativ...
02/07/2026
Screen Australia refines guidelines for Narrative Content Development and Docume...
01/07/2026
Groundbreaking First Nations Screen Business Accelerator launched through nation...
30/06/2026
Statement regarding GetUp Save Our SBS' campaign
30 June, 2026
Media releases
The GetUp Save Our SBS' campaign is an independent initiative. SBS ...
27/06/2026
A record 4.84 million Australians choose SBS as the Socceroos advance at FIFA Wo...
25/06/2026
The Name You Know, The Lineup You'll Love - SBS2 Returns
25 June, 2026
Media releases
SBS Viceland rebrands as SBS2 on Friday 21 August, bringing the c...
23/06/2026
Australians in Film and Screen Australia's talent development initiative UNT...
22/06/2026
FIFA World Cup 2026 fever grows, as more than one third of Australians tune in ...
18/06/2026
Techtel delivers Haivision live streaming system for TAFE NSW St Leonards, enabl...
16/06/2026
Australians place growing trust in SBS News
16 June, 2026
Media releases
SBS has been recognised as one of Australia's most trusted news providers, ran...
16/06/2026
Share your views on Screen Australia and the future of the industry 15 June 2026
Your feedback matters.
Following the instrumental insights provided in 2025,...
16/06/2026
Techtel Supports T-Motion RCCP-2A Controller Upgrade for Major Australian Broadc...
15/06/2026
4.78M AUSSIES TUNE IN FOR SOCCEROOS WIN OVER T RK YE ON SBS
15 June, 2026
Media releases
Match had a Total TV average audience of 3.035 million, with over ...
15/06/2026
SBS Head of Commissioning John Godfrey to depart after 18 years
15 June, 2026
Media releases
SBS Head of Commissioning John Godfrey will depart the broadca...
15/06/2026
Techtel Completes Media Production Setup for a major AFL sporting organisation
Sports
15 June Written By Suzanne Costello
(Sydney, Australia 15 June 2026)...
12/06/2026
How Aussie indie games and screen are levelling up with IP 11 June 2026
Ari Harrison, Pro Jank Footy
Head of Games Joey Egger and Ari Harrison of Umbrella sha...
11/06/2026
Australian Games Industry Glossary of Terms 10 June 2026
From DAU and EULA to COT and QADE, here's a list of game industry terms, industry jargon and their...
10/06/2026
Alone Australia Season 4: Meet the Cast
10 June, 2026
Media releases
WATCH THE TRAILER
Smash-hit survival series Alone Australia drops its highly anticipa...
10/06/2026
DEADLY THEN, DEADLY NOW, DEADLY ALWAYS: SBS & NITV IGNITE NAIDOC WEEK 2026 WITH ...
04/06/2026
Is Your Job Making You Work this June?
4 June, 2026
Media releases
SBS Launches the World Cup Watchers' Rights Association to Stand Up For Australians&...
04/06/2026
Statement regarding unauthorised use of SBS logos on third party social content
4 June, 2026
Media releases
SBS has become aware of social media posts in c...
03/06/2026
Clarification: SBS's position on definitions of antisemitism
3 June, 2026
Media releases
Statement by Mandi Wicks, SBS Director of News and Current Aff...
03/06/2026
Do not read this media release! Andy Lee's smash-hit show returns to ABC thi...
01/06/2026
SBS confirms its broadcast sponsors for FIFA World Cup 2026
1 June, 2026
Media releases
SBS has secured Hyundai, Hisense, Macca's, Rexona, bet365, Com...
28/05/2026
Get fit for the FIFA World Cup 2026 with new SBS On Demand features for the ult...
28/05/2026
Six films, one unmissable collection. First Facts documentaries debut on 10 Stre...
KDDI Corporation
