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
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:
1. Purpose and Reason for Aiming for a Business Alliance
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
3. Outline of the Counterparty for the Agreement
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)
6. Status of Shares Held Before and After the Change
7. Future Outlook
“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.
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