We hereby notify you that PROTO, at the meeting of directors held on July 27, 2011, resolved to acquire the stock of MTM Multimedia Sdn Bhd (hereinafter referred to as MTM) which operates Malaysia's number one used car related information business, and make it a subsidiary.
1.Reason for Acquisition of Stock
PROTO is working to strengthen its integrated management support services for maintenance, sheet metal, and paint shops as well as used car dealerships in Japan while also offering various information services that seek to provide merits to consumers based around the automobile portal site "Goo-net," which boasts the largest number of registered used cars in Japan. Additionally in its core product "Goo," PROTO is building a system that covers the entire country of Japan by expanding into Niigata, Shikoku, and Okinawa areas which were not covered until the first half of this fiscal year.
Given this overwhelming market share in the Japanese market, PROTO set an objective of global business expansion and considered advancing into the expanding ASEAN market in order to foster additional growth in its principle business area, automobile-related information. Among the ASEAN countries, Malaysia, the Kingdom of Thailand, and the Republic of Indonesia show yearly growth in car ownership numbers and are expected to continue to see market expansion.
In addition to publishing the used car information magazines "Motor Trader" and "Biker Trader" as well as operating a related web site in Malaysia, MTM publishes the new car information magazine "Autocar" in Malaysia and the Republic of Singapore. MTM holds the number one position in used car related information media in Malaysia.
PROTO will acquire 100% of the stock of MTM and, by making it a fully-owned subsidiary, create a business base in the ASEAN market. It also plans to further expand the scope of its operations by utilizing the IT business know-how it has cultivated with the automobile portal site "Goo-net."
The acquisition will be conducted by PROTO purchasing MTM stock from its existing shareholders.
3.Overview of Acquired Subsidiary (MTM)
Note：1 RM = About 26.9
Note：Change in Number of Shares Issued: Year ended December 2008 (300,000 shares), year ended December 2009 (350,000 shares), year ended December 2010 (350,000 shares)
Note：MTM did not provide dividends to its existing shareholders (directors), instead it posted an equivalent amount as director bonuses. In particular, the main reason EBIT and net profit fell in the years ended December 2009 and 2010 was an increase in director bonuses.
4.Overview of Stock Acquisition Partner
5.Number of shares acquired, value of acquisition, and status of stock ownership before and after acquisition
（4）Basis for Calculating Acquisition Value
The above acquisition value was calculated taking into consideration business synergy with the PROTO Group
based on a appraised value calculated by an independent third party in order to ensure fairness and validity.
Corporate Resolution：July 27, 2011
Transfer Date：September, 2011 (scheduled)
The influence of this transaction on the consolidated business results for the fiscal year ending March 2012 is expected to be insignificant, but in the event a matter occurs that should be disclosed based on careful examination in response to future progress, it will be announced promptly.