At the board of directors’ meeting held on March 14, 2013, it was decided that PROTO SINGAPORE Pte. Ltd. (referred to as Proto Singapore below), a consolidated subsidiary of the company, would acquire new shares allocated to a third party from CARS@SVTA PTE. LTD. (CARS@SVTA) and make CARS@SVTA a consolidated subsidiary as described below.
1. Reason for Acquisition of Shares
Starting with the acquisition as a subsidiary of MTM Multimedia Sdn. Bhd. (now PROTO MALAYSIA Sdn. Bhd.), a used automobile-related information business in Malaysia, the Company was working on a more rapid and aggressive expansion into automobile-related businesses in the Southeast Asian market, and in May of last year Proto Singapore was established in the Republic of Singapore (Singapore) and engaged in market research and negotiations with possible M&A target companies.
Proto Singapore acquired new shares allocated to a third party from CARS@SVTA, which was established by a committee member of the SINGAPORE VEHICLE TRADERS ASSOCIATION (SVTA), and made CARS@SVTA a consolidated subsidiary.
SVTA was established in 1972 with the goal of making used automobile transactions in Singapore run more smoothly and has contributed to making the used automobile market in Singapore more active in the 40 years since establishment. With over 60% of domestic used automobile dealers being members of SVTA, SVTA continues to contribute to expanding the used automobile market as one of the largest non-profit organizations in the country. While not currently directly involved in business activities, CARS@SVTA, which was established to support sales by automobile dealers of SVTA member, plans to expand business scope in the future by using the IT business know-how of the Group.
With the acquisition of CARS@SVTA as a subsidiary, the Group plans not only on rapidly establishing an automobile related information business in Singapore but also on growing these businesses even further in the global market.
2.Method for Transfer
Proto Singapore will acquire new shares allocated to a third party by CARS@SVTA.
3.Overview of Company to Be Acquired
Note: S$1 = About 77
Note: The figures for the year ended December 2012 are from before finishing the accounting audit.
4.Overview of Consolidated Subsidiary to Acquire New Shares Allocated to a Third Party
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 future business synergy with the PROTO
Corporate Resolution March 14, 2013
Due Date of Payment April 1, 2013
This will have no impact on the consolidated financial results for the year ending March 2013. The effect on the year ending March 2014 consolidated financial results will be announced as soon as a value is determined.