Recomm Co., Ltd. (JASDAQ:3323) entered into a basic agreement to acquire 80% stake in each of FT Group (ASIA) Co., Ltd., FT Group (PHILPIPINES), Inc., PT FT Group Indonesia and 40% stake in FT Group (THAILAND) Co., Ltd. from FTGroup Co., Ltd. (JASDAQ:2763) for ¥1.6 billion (approximately THB 460 million) on March 25, 2019. The contract date for the transfer of shares is planned for May 13, 2019. Recomm Co., Ltd. (JASDAQ:3323) entered into a basic agreement to acquire 80% stake in each of FT Group (ASIA) Co., Ltd., FT Group (PHILPIPINES), Inc., PT FT Group Indonesia and 40% stake in FT Group (THAILAND) Co., Ltd. from FTGroup Co., Ltd. (JASDAQ:2763) for ¥1.5 billion (approximately THB 430 million) on May 13, 2019. The consideration shall be from ¥1.5 billion (approximately THB 430 million) to ¥1.6 billion (approximately THB 460 million). FTGroup shall sell 1,600 shares of FT Group (ASIA) Co., Ltd., 14.08 million shares of FT Group (PHILPIPINES), Inc., 2,120 shares of PT FT Group Indonesia and 400 shares of FT Group (THAILAND) Co., Ltd. Prior to the transaction, FTGroup holds 99.8% stake in FT Group (ASIA) Co., Ltd., 99.9% stake in FT Group (PHILPIPINES), Inc., 99.2% stake in PT FT Group Indonesia and 49.9% stake in FT Group (THAILAND) Co., Ltd., respectively. Post completion, FTGroup shall hold 19.8% stake in FT Group (ASIA) Co., Ltd., 19.9% stake in FT Group (PHILPIPINES), Inc., 19.2% stake in PT FT Group Indonesia and 9.99% stake in FT Group (THAILAND) Co., Ltd., respectively.

For the financial year ended March 2018, FT Group (THAILAND) reported net worth of THB 171 million, total assets of THB 349 million, sales of THB 456 million, operating income of THB 48 million and net income of THB 49 million. For the financial year ended March 2018, FT Group (ASIA) reported net worth of THB 11 million, total assets of THB 44 million, sales of THB 49 million, operating income of THB 12 million and net income of THB 13 million. For the financial year ended March 2018, FT Group (PHILPIPINES) reported net liabilities of PHP 0.01 million (THB 0.004 million), total assets of PHP 0.01 million (THB 0.004 million), sales of PHP 0.01 million (THB 0.004 million), operating income of PHP 0.003 million (THB 0.002 million) and net income of PHP 0.003 million (THB 0.002 million). For the financial year ended December 2018, PT FT Group Indonesia reported net liabilities of $3.33 million (THB 105.05 million), total assets of $4.68 million (THB 147.68 million), sales of $6.39 million (THB 201.51 million), operating income of $1.55 million (THB 49 million) and net income of $1.35 million (THB 42.6 million). The parties agreed to proceed with management led by Recomm. FTGroup Co., Ltd. will continue to participate in management as a shareholder holding approximately 20% of the shares of corporations in each country. The transaction was resolved by the Board of FTGroup Co., Ltd. on May 13, 2019. Conclusion of the share transfer contract will be subject to conducting financial and legal due diligence. The transaction execution date is planned for June 5, 2019.

Recomm Co., Ltd. (JASDAQ:3323) completed the acquisition of 80% stake in each of FT Group (ASIA) Co., Ltd., FT Group (PHILPIPINES), Inc., PT FT Group Indonesia and 40% stake in FT Group (THAILAND) Co., Ltd. from FTGroup Co., Ltd. (JASDAQ:2763) on June 5, 2019.