Home Center Valor Co., Ltd. entered into a share exchange agreement to acquire Daiyu LIC Holdings Co., Ltd. (TSE:3546) in a reverse merger transaction on November 8, 2018. As per the terms, 7,488.557 shares of common stock of Daiyu LIC Holdings Co., Ltd. will be allotted and delivered to 1 share of Home Center Valor Co., Ltd. common stock. Daiyu LIC Holdings Co., Ltd., upon the share exchange, plans to allocate to Valor Holdings Co., Ltd. 15 million shares of Daiyu LIC Holdings Co., Ltd., and upon the delivery, it plans to issue new shares. The holding ratio of the voting rights of Valor Holdings Co., Ltd. in the total number of voting rights of Daiyu LIC Holdings Co., Ltd. is scheduled to be 50%. Post transaction, Home Center Valor Co., Ltd. will operate as a subsidiary of Daiyu LIC Holdings Co., Ltd. through share exchange and conversion of Daiyu LIC Holdings Co., Ltd. into a consolidated subsidiary of Valor Holdings Co., Ltd. At the Board of Directors meeting held on November 8, 2018, Daiyu LIC Holdings Co., Ltd. resolved to change the name to Alleanza Holdings Co., Ltd. on the date of the share exchange effective date. Home Center Valor Co., Ltd. is the accounting acquirer of the transaction.

The transaction is subject to approval by shareholders of Daiyu LIC Holdings and Home Center Valor. The Board of Directors of Daiyu LIC Holdings and Home Center Valor passed a resolution for the transaction on December 8, 2018. Extraordinary shareholders meeting of all the parties will be held on Februarys 15, 2019. The transaction is expected to be completed on April 1, 2019. Home Center Valor reported ¥3.3 billion as Net asset, ¥15.83 Billion as Total assets, ¥1.15 Billion as Net income and ¥1.6 Billion as operating income for the year ended March 2018. Anderson Mori & Tomotsune LPC acted as legal adviser for Daiyu LIC Holdings Co., Ltd. (TSE:3546) and Mori Hamada & Matsumoto LPC acted as legal advisor for Valor Holdings in the transaction. Daiwa Securities Co. Ltd. acted as financial advisor to Daiyu LIC Holdings and Deloitte Tohmatsu Financial Advisory LLC as financial advisor to Valor Holdings.