SYT - SYLA Technologies Enters into Basic Agreement Regarding a Business Alliance with RIBERESUTE and Agrees to Acquire Shares from Four of Its Shareholders to Become the Largest Shareholder | Benzinga
TOKYO, Nov. 15, 2023 (GLOBE NEWSWIRE) -- 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 Alliance
RIBERESUTE 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 Details
The 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% |