SYLA Technologies Co., Ltd. (NASDAQ: SYT) (“SYLA” or “the
Company”), operator of the largest membership real estate
crowdfunding platform in Japan, Rimawari-kun, today announced it
has entered into an agreement to acquire 2,158,800 shares of common
stock (approximately 20.39% of the voting interests) of RIBERESUTE
CORPORATION, a Japan-based developer and seller of family-type
condominiums and a corporation listed on the Tokyo Stock Exchange
(TSE: 8887) (“RIBERESUTE”), through off-market transactions from
four of its shareholders (the "Share Acquisition"). SYLA expects
that the Share Acquisition will make it the largest shareholder of
RIBERESUTE. The Share Acquisition is subject to certain closing
conditions and is expected to be completed by mid-January 2024.
In conjunction with this Share Acquisition, SYLA today has also
entered into a "Basic Agreement on Business Alliance" (the
"Agreement") with RIBERESUTE. The Agreement provides that both
companies shall negotiate towards entering into a business alliance
agreement with respect to the business or operations of both
companies, including the purchase and sale of properties,
marketing, and the planning and development of new products.
The agreement also provides that RIBERESUTE shall not, without
the prior written consent of SYLA, do any of the following acts
until March 31, 2024:
- Enter into a capital alliance with
third parties
- Introduce existing shareholders to
third parties or otherwise facilitate the purchase of shares of
RIBERESUTE Group companies by third parties
1. Purpose and Reason for Aiming for a
Business AllianceRIBERESUTE operates in the development
and sales of family condominiums primarily concentrated in the
southern Kanto region. RIBERESUTE has strategically established its
core operations around the development and construction of
condominium properties, positioning itself as a manufacturing
company leveraging its creative strengths and low-cost business
model.
In contrast, SYLA operates a prop-tech business centered around
the “Rimawari-kun” asset management platform and the development of
“Rimawari-kun AI” with the mission to democratize real estate
investment around the world. The Company is confident that this
strategic business alliance would empower both companies to
leverage their distinct strengths and expertise, complement and
enhance each other’s business models, and create business
synergies. SYLA believes that, through such a business alliance,
both companies should aim to forge new growth strategies in the
real estate market, elevate their corporate value, and make
significant contributions to solving social issues by actively
leveraging their combined management resources.
2. Expected Business Alliance
DetailsThe envisioned details of the business alliance at
this time are as follows:
- Complementary products
- Complementary geographic
coverage
- Expansion of real estate crowdfunding
business
3. Outline of the Counterparty for the
Agreement
(1) Company name |
RIBERESUTE CORPORATION |
(2) Location |
389-1, Kimmei-cho, Soka City, Saitama, Japan |
(3) Title and name of representative |
Shinichi Sakamoto, Chief Executive Officer |
(4) Business |
Real estate and general construction |
(5) Capital |
2,000,792,272 yen |
(6) Date of establishment |
June 1979 |
(7) Major shareholders and shareholding ratio excluding treasury
stock (as of May 31, 2023) |
Jun Planning Co., Ltd.
|
15.75% |
|
|
The Musashino Bank, Ltd. |
2.93% |
|
|
Nobukazu Kawai |
2.50% |
|
|
Kazunori Yamamoto |
2.42% |
|
|
JAFCO Group Co., Ltd. |
2.29% |
|
|
Junji Kawai |
2.12% |
|
|
The Tokyo Higashi Shinkin Bank |
1.89% |
|
|
Koeikai Stock Ownership Association |
0.89% |
|
|
Tadashi Konuma |
0.78% |
|
|
Akie Konuma |
0.72% |
|
(8) Operating results and financial condition for the past three
years (Japanese GAAP) |
Accounting period |
FY ended May 2021 |
FY ended May 2022 |
FY ended May 2023 |
Net assets (thousand yen) |
10,691,267 |
11,109,518 |
11,446,846 |
Total assets (thousand yen) |
18,636,960 |
18,948,156 |
17,237,515 |
Net assets per share (yen) |
1,009.58 |
1,049.08 |
1,080.93 |
Revenues (thousand yen) |
6,037,163 |
6,064,928 |
7,444,240 |
Operating income (thousand yen) |
511,053 |
1,117,285 |
1,083,214 |
Ordinary income (thousand yen) |
626,102 |
1,018,559 |
1,081,364 |
Net income (thousand yen) |
442,762 |
835,031 |
765,291 |
Net income per share (yen) |
41.79 |
78.85 |
72.27 |
Dividend per share (yen) |
40 |
40 |
40 |
Price Earnings Ratio |
18.95 |
9.60 |
8.68 |
Price-to-book Ratio |
- |
- |
0.74(as of November 14, 2023) |
4.
Details of the Share Acquisition
In order to promote a business alliance with RIBERESUTE and
strengthen the relationship and trust between the two companies,
SYLA has agreed with Jun Planning Co., Ltd., which is the "largest
shareholder" and "other related company" of RIBERESUTE and is
controlled by Junji Kawai (“Mr. Kawai”), the founder and former CEO
of RIBERESUTE, and certain of his relatives (“Jun Planning”), as
well as Mr. Kawai and certain of his relatives (collectively, the
"Sellers") to acquire in mid-January 2024 (scheduled) an aggregate
of 2,158,800 common shares (20.39% of the number of outstanding
shares (10,589,800 shares) as of the end of May 2023) that the
Sellers hold.
5. Outline of the Principal Counterparty for the Share
Acquisition
Jun Planning (outline below)
(1) Name |
Jun Planning Co., Ltd. |
(2) Location |
2-23-5, Minami-cho, Koshigaya City, Saitama, Japan |
(3) Title and name of representative |
Hiroaki Kawai, Representative Director |
(4) Business |
Real estate brokerage, real estate leasing management and
brokerage |
(5) Capital |
98,000 thousand yen |
(6) Date of establishment |
September 30, 1991 |
6. Status of Shares Held Before and After the
Change
(1) Number of shares held before transfer |
—shares (—%) |
(2) Number of shares to be acquired |
2,158,800 shares (20.39%) |
(3) Acquisition price |
Total 1,988,254,800 yen (921 yen per share) |
(4) Number of shares held after transfer |
2,158,800 shares (20.39%) |
7. Future OutlookAlthough SYLA does not expect
the conclusion of the Agreement and the Share Acquisition to have a
significant impact on its business performance for the fiscal year
ending December 2023, the Company will promptly disclose any
matters that should be announced in the future.
Management Message“We are
excited to announce the share acquisition and our upcoming
negotiations towards a business alliance with RIBERESUTE,” said
Chairman, Founder, and CEO Hiroyuki Sugimoto. “We are confident
that such an alliance would significantly enhance both companies’
business models. We believe the alliance would enable us to
leverage RIBERESUTE’s expertise in condominium planning,
development, and sales to further expand our real estate
crowdfunding platform, “Rimawari-kun,” and to strengthen SYLA’s
traditional real estate development business, especially in the
SYFORME series.
“We further believe SYLA and RIBERESUTE will be
able to strengthen their presence in Japan by leveraging the
extensive networks in the Tokyo metropolitan area and the southern
Kanto region, respectively. There are numerous synergies that exist
between our business models, and we hope to craft a novel growth
strategy in the real estate sector that aligns with our mission of
democratizing real estate investment around the world while
addressing societal issues. We will continue to negotiate this
strategic alliance to enhance the SYLA brand and corporate value
while prioritizing returns for our valued shareholders, property
owners, residents, and crowdfunding members.”
About SYLA Technologies Co., Ltd.Headquartered
in Tokyo, Japan, our company consists of SYLA Technologies Co.,
Ltd. and its consolidated subsidiaries (SYLA Co., Ltd., SYLA Solar
Co., Ltd., SYLA Brain Co., Ltd., and SYLA Biotech Co., Ltd.). The
Company owns and operates the largest membership real estate
crowd-funding platform in Japan, Rimawari-kun, which targets
individuals, corporate and institutional investors, as well as high
net worth individuals. Their mission is to democratize real estate
investment around the world through technology and asset management
through the Rimawari-kun platform. They are engaged in the overall
investment condominium business, including planning, development,
construction, sales, rental management, building management, repair
work, and the sale of properties. Additional information about the
Company’s products and services is available at
https://syla-tech.jp/en.
Cautionary Note Regarding Forward-Looking
StatementsThis press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act and other securities laws. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”
and similar expressions or variations of such words are intended to
identify forward-looking statements. For example, the Company is
using forward-looking statements when it discusses the expected
gross proceeds and the closing of the offering. Forward-looking
statements are not historical facts, and are based upon
management’s current expectations, beliefs and projections, many of
which, by their nature, are inherently uncertain. Such
expectations, beliefs and projections are expressed in good faith.
However, there can be no assurance that management’s expectations,
beliefs and projections will be achieved, and actual results may
differ materially from what is expressed in or indicated by the
forward-looking statements. Forward-looking statements are subject
to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the
forward-looking statements. For a more detailed description of the
risks and uncertainties affecting the Company, reference is made to
the Company’s reports filed from time to time with the Securities
and Exchange Commission (“SEC”), including, but not limited to, the
risks detailed in the Company’s annual report on Form 20-F, filed
with the SEC on April 18, 2023. Forward-looking statements speak
only as of the date the statements are made. The Company assumes no
obligation to update forward-looking statements to reflect actual
results, subsequent events or circumstances, changes in assumptions
or changes in other factors affecting forward-looking information
except to the extent required by applicable securities laws. If the
Company does update one or more forward-looking statements, no
inference should be drawn that the Company will make additional
updates with respect thereto or with respect to other
forward-looking statements. References and links to websites have
been provided as a convenience, and the information contained on
such websites is not incorporated by reference into this press
release.
Contact Information
SYLA Technologies Investor Relations Contact
:Gateway Group, Inc.John Yi and Steven
ShinmachiSYLA@gateway-grp.com (949) 574-3860
SYLA Technologies Company Contact :Hajime
SuginoHead of SYLA USAh_sugino@syla.jp
SYLA Technologies (NASDAQ:SYT)
過去 株価チャート
から 8 2024 まで 9 2024
SYLA Technologies (NASDAQ:SYT)
過去 株価チャート
から 9 2023 まで 9 2024