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
Most recent headlines
04/08/2024
Dalet, a leading technology and service provider for media-rich organizations, is excited to announce Santiago Solanas as its new Chief Executive Officer (CEO)....
03/06/2024
Dalet, a leading technology and service provider for media-rich organizations, a...
28/04/2024
Mediahaus delivers the first SRT live-streaming sports production over 5G with U...
27/04/2024
PORTLAND, Oregon Audinate Group Limited, the developer of the Dante AV-over-IP solution, announced significant new additions to Dante Connect, its cloud-based D...
27/04/2024
TORONTO Bell Media has launched 10 English and French-language FAST channels featuring entertainment, factual, news, and sports programming. The new free stream...
27/04/2024
An extensive new analysis of the news segments in the broadcast evening news programs of ABC, CBS, NBC and PBS has found that broadcasters devoted most of their...
27/04/2024
GERMANTOWN, Md. EchoStar's Hughes Network Systems has opened a new manufacturing facility and private 5G incubation center in Germantown, Maryland....
27/04/2024
Harry Pappas, one of three brothers who founded Pappas Telecasting Companies in 1971, died April 24. He was 78 years old....
27/04/2024
ATLANTA and LONDON Mexican telecommunications and broadcast company Televisa has selected Synamedia for an overhaul of its broadcast distribution....
27/04/2024
Participate in the Survey - The Impact of AI on Media and the Creative Industry
Pascal Wagner April 26, 2024
0 Comments
By participating in this surve...
27/04/2024
SDVI Rally Access Workstation Earns Two Top Awards at 2024 NAB Show
Brie Clayton April 26, 2024
0 Comments
SDVI, the leading platform provider for clo...
27/04/2024
Berklee's Music and Health Institute Launches Community Health Musician Cert...
27/04/2024
Charter Communications reported higher first-quarter profits despite continued cord-cutting and competition for broadband customers....
27/04/2024
Two environmentally-focused groups are partnering to engage the unscripted TV world in finding better ways to address climate change. Reality of Change is an ec...
27/04/2024
Sarah Garcia has been promoted to weekend anchor at KTLM McAllen, Texas, known as Telemundo 40. Starting April 27, she will anchor Noticias Telemundo 40 weekend...
27/04/2024
CBS Sports said it launched a new 24-hour free, ad supported streaming television (FAST) channel devoted to the UEFA Champions League....
27/04/2024
Comcast chairman and CEO Brian Roberts received $35.4 million in compensation in 2023, up 11% from the previous year, according to a proxy statement filed by th...
27/04/2024
Art Happens Here With John Lithgow, which sees the actor study dance, ceramics, silk-screen printing and vocal jazz with students in Los Angeles, debuts on PBS ...
27/04/2024
Remember Leave It to Beaver? Bewitched? Dragnet? When cable ratings were rising?...
27/04/2024
Next up for the weekend binge at Catchy Comedy is Gomer Pyle, U.S.M.C. Every weekend, Catchy Comedy features The Catchy Binge, a marathon of a classic sitcom....
26/04/2024
Sundance Film Festival CDMX 2024 kicks-off today with screenings in 5 theaters in Mexico City and the opening-night film, FRIDA, directed by Carla Guti rrez...
26/04/2024
[Editor's Note: This interview is part of a larger feature about the women d...
26/04/2024
Once again this year, SGL Carbon opened its doors to interested children and young people. On the occasion of the German Girls and Boys Day, which took place on...
26/04/2024
Orders1 of $5.5 billion; book-to-bill of 1.06x
Revenue of $5.2 billion, up 17%,...
26/04/2024
Five Considerations For Communications Modernization In The 21st Century
In the digital-enabled battlespace, the Joint Force needs to shoot, move and communica...
26/04/2024
CBS Sports has launched Champions League as a new, 24-hour streaming channel that will serve as the year-round destination for nonstop highlights of the UEFA ...
26/04/2024
Despite tough competition in the streaming space, Roku reported solid results in Q1 2024, beating revenue expectations, with total net revenue up 19% YoY to $88...
26/04/2024
LONDON AND TORONTO Pinewood Toronto Studios has appointed Sarah Farrell as general manager of the Studios in downtown Toronto....
26/04/2024
Quantum to Offer Advanced Filesharing Technology and Performance in StorNext and...
26/04/2024
FilmLight Colour Awards welcomes 2024 entries and introduces new Emerging Talen...
26/04/2024
Picture Shop Announces Chris Evans as Head of Unscripted
Brie Clayton April 26, 2024
0 Comments
Picture Shop announced Chris Evans will lead Unscripte...
26/04/2024
Participate in a Survey - The Impact of AI on Media and the Creative Industry
Pascal Wagner April 26, 2024
0 Comments
By participating in this survey,...
26/04/2024
Toy maker Mattel said it is working with Samsung to launch its first free ad-supported streaming television (FAST) channels later this year....
26/04/2024
Trusted Media Brands (TMB) said it named Marty Moe as president....
26/04/2024
Ron Howard is the director on Jim Henson Idea Man, a documentary that premieres on Disney Plus May 31. Henson of course created Kermit the Frog, Miss Piggy, Big...
26/04/2024
The ice continues to melt under the regional sports network business as the Seattle Kraken of the National Hockey League have made a long-term deal to broadcast...
26/04/2024
Heading into the upfronts, Warner Bros. Discovery said it launched Olli, a first-party data platform advertiser can use for converged, targeted advertising camp...
26/04/2024
CBS has renewed the drama The Equalizer, which will see season five on in 2024-2025. Queen Latifah stars....
26/04/2024
The CW has entered into an exclusive multiyear broadcast partnership for the Miss USA Pageant and the Miss Teen USA Pageant. The 73rd Miss USA Pageant will air ...
26/04/2024
Fuse Media isn't mincing words in a campaign urging its young viewers to register and participate in the 2024 elections....
26/04/2024
Dead Boy Detectives, a series from Neil Gaiman about a detective agency staffed by ghosts, debuts on Netflix April 25. George Rexstrew and Jayden Revri are in t...
26/04/2024
The Story Collective has gradually repurposed the former Mortlake Brewery to include production offices, workshops and sound stages
By Matthew Corrigan
Publi...
26/04/2024
Perkett joins the company following a 25 year career in product management, product marketing, engineering and user experience (UX) across multiple industries
...
26/04/2024
Teradek, the industry leader in wireless video transmitters and receivers, announced today the launch of new Bolt 6 LT 750 and Bolt 6 Monitor Module 750 RX with...
26/04/2024
NEW YORK Amagi has appointed Richard Perkett chief product officer (CPO)....
26/04/2024
WASHINGTON, D.C. The National Association of Broadcasters (NAB) has announced the results of the 2024 NAB Radio and Television Board of Directors elections. The...
26/04/2024
EL SEGUNDO, Calif. & NEW YORK Mattel has announced a deal to launch its first three 24/7 free ad supported streaming (FAST) channels on Samsung TV Plus, Samsung...
26/04/2024
PORTLAND, Maine Viewers here can now receive the NextGen TV signals of five local stations with the launch of ATSC 3.0 service from host station WPFO, which is ...
26/04/2024
TORONTO Rogers Communications has signed a 10-year agreement with Comcast to bring the latest Xfinity products and technology to Canadians....
KDDI Corporation
