Euglena Co., Ltd. signed a basic agreement to acquire GeneQuest Inc. from Sophia Holdings Co., Ltd., Shoko Takahashi, Kenji Saito, Yuichi Hoshino and Yukihiro Maru for approximately ¥520 million.
July 02, 2017
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Euglena Co., Ltd. (TSE:2931) signed a basic agreement to acquire GeneQuest Inc. from Sophia Holdings Co., Ltd. (JASDAQ:6942), Shoko Takahashi, Kenji Saito, Yuichi Hoshino and Yukihiro Maru for approximately ¥520 million on July 3, 2017. Euglena Co., Ltd. will issue stock as consideration for the acquisition of GeneQuest. Sophia Holdings, Shoko Takahashi, Kenji Saito, Yuichi Hoshino and Yukihiro Maru hold 90.9%, 4.54%, 1.81%, 1.81% and 0.9% stake in GeneQuest respectively. Euglena Co., Ltd. signed a share exchange agreement to acquire GeneQuest Inc. from Sophia Holdings Co., Ltd., Shoko Takahashi, Kenji Saito, Yuichi Hoshino and Yukihiro Maru on August 21, 2017. Share exchange agreement is planned to be signed in early-August 2017. Euglena Co., Ltd. will operate GeneQuest Inc. as wholly owned subsidiary. As of September 15, 2017, Euglena Co., Ltd. announced the share exchange ratio. Euglena Co., Ltd. will issue 2,011 shares for every share of GeneQuest Inc. resulting into issuance of 0.44 million shares.
For the year ended July 2016, GeneQuest reported net liabilities of ¥23 million, total assets of ¥183 million, sales of ¥59 million, operating loss of ¥89 million. Board of Directors' resolution on the share exchange agreement is planned in early August 2017. Board of Directors of Euglena Co., Ltd made a resolution in favor of transaction on August 21, 2017. The transaction is subject to shareholder approval of GeneQuest which is scheduled on September 11, 2017. The transaction is expected to close on October 1, 2017. Asahi Business Solution Co., Ltd calculated the share value of GeneQuest on behalf of Euglena Co., Ltd.
Sophia Holdings Co Ltd is a holding company mainly engaged in the Internet-related business, communication business and dispensing pharmacies and the peripheral businesses, the provision of solution services such as system development, maintenance, and operation, as well as the operation of the dispensing pharmacy business. The Company operates in three business segments. The Internet-related segment is involved in the development of Internet systems, the operation and maintenance of data centers and the provision of application service provider (ASP) service for real estate agents. The Telecommunications segment conducts the planning, development, and operation of information communication services and Internet Services Provider (ISP), mainly including Mobile Virtual Network Operator (MVNO) and Fixed Virtual Network Operator (FVNO). The Dispensing Pharmacy segment operates dispensing pharmacies. The other businesses includes management consulting business and overseas business.
Euglena Co., Ltd. signed a basic agreement to acquire GeneQuest Inc. from Sophia Holdings Co., Ltd., Shoko Takahashi, Kenji Saito, Yuichi Hoshino and Yukihiro Maru for approximately ¥520 million.
SOPHIA HOLDINGS CO.,LTD. 
