Sophia Holdings Co., Ltd. agreed to acquire GeneQuest Inc. from Shoko Takahashi, Kenji Saito, Stella Field Partners Ltd, Glocalink Co., Ltd., Sentan Gijutsu Kenkyu Investment Partnership and others for approximately ¥160 million.
July 01, 2014 at 05:00 am
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Sophia Holdings Co., Ltd. (JASDAQ:6942) agreed to acquire GeneQuest Inc. from Shoko Takahashi, Kenji Saito, Stella Field Partners Ltd, Glocalink Co., Ltd., Sentan Gijutsu Kenkyu Investment Partnership and others for approximately ¥160 million on July 1, 2014. Under the terms of the transaction, Sophia Holdings will issue 8421 shares for every one share of GeneQuest and as a result, Sophia Holdings Co., Ltd. will issue 1.68 million new shares. Shoko Takahashi will sell 3%, Kenji Saito will sell 1% and Stella Field Partners Ltd and Glocalink Co., Ltd will sell 0.5% stake each in GeneQuest Inc. Pursuant to the transaction, GeneQuest, Inc. will become a wholly-owned subsidiary of Sophia Holdings Co., Ltd.
For the year ending July 31, 2013, GeneQuest, Inc reported net assets of ¥97 million, total assets of ¥99 million, nil revenues, net loss of 2 million and operating loss of ¥2 million. The transaction is subject to approval from shareholders' meeting of GeneQuest scheduled on July 18, 2014 and is expected to be completed on August 1, 2014. Yasushi Sakata and Ken Soga acted as the fairness opinion provider on the transaction. Kato Tooru CPA and Tax Office acted as third party appraiser and provided the calculation document regarding the share exchange ratio.
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.
Sophia Holdings Co., Ltd. agreed to acquire GeneQuest Inc. from Shoko Takahashi, Kenji Saito, Stella Field Partners Ltd, Glocalink Co., Ltd., Sentan Gijutsu Kenkyu Investment Partnership and others for approximately ¥160 million.
SOPHIA HOLDINGS CO.,LTD. 
