KDDI and Mitsui have entered into a basic transaction agreement for business integration based on a spirit of equality of KDDI Evolva, a wholly-owned subsidiary of KDDI, and Relia, an equity method affiliate of Mitsui, and a shareholders agreement concerning operations and the like of the integrated company after the Business Integration.
Details of the Business Integration;
1. Outline of the Business Integration
(1) Mitsui established Otemachi Holdings G.K. on January 6, 2023. Otemachi Holdings G.K. will make a tender offer for all of the common stock of Relia in order to effect the Business Integration.
(2) If, upon the completion of the Tender Offer, not all of the shares of the common stock of Relia are acquired, Otemachi Holdings G.K. and Mitsui will, after the completion of the Tender Offer, make a demand for share cash-out or share consolidation in order to own all of the shares of the common stock of Relia. In addition, a squeeze-out procedure will be implemented so that any shares of Relia not tendered in the Tender Offer may be acquired without the need for obtaining individual shareholder's approval.
(3) After the completion of the squeeze-out procedure, an absorption-type merger wherein Relia is to be the surviving company and Otemachi Holdings G.K. is to be the absorbed company, will be executed between Relia and Otemachi Holdings G.K.
(4) After the entry into force of Merger No.1, an absorption-type merger wherein KDDI Evolva is to be the surviving company and Relia is to be the absorbed company, will be executed with a merger ratio such that KDDI and Mitsui would own 51.0% and 49.0% of the voting rights, respectively.
Both KDDI and Mitsui will support the decision of new measures with the utmost respect for the corporate culture and management autonomy that KDDI Evolva and Relia have fostered, in order to enhance the corporate value of the Integrated Company group.
In recent years, the importance of BPO [4 ] has been increasing due to a shortage of human resources caused by a decrease in the working population and work style reforms implemented by companies. In addition, the need for DX (digital transformation) is increasing in companies and society, and the further acceleration of digitalization is becoming notable, leading to the BPO industry itself entering a period of structural change. As a result, there is a need to upgrade services and expand business domains in response to the diversification of customer needs and changes in corporate activities.
In response to this environment, KDDI and Mitsui decided to implement the Business Integration in order to strengthen contact center services, provide services to resolve customers' business issues, and achieve further customer success. Through the Business Integration, DX promotion service in the digital channel fields and operational design and operational capabilities owned by both KDDI Evolva and Relia, as well as the capabilities of the KDDI Group and the Mitsui Group in corporate customer contacts, IT, and overseas business expertise will be combined, and thereby KDDI and Mitsui will contribute to solving customers' real problems and aim to develop digital BPO [5 ] services that expand both in Japan and overseas.
