Niraku GC Holdings, Inc. — M&A Activity 2017

Nov 20, 2017

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(Incorporated in Japan with limited liability)

(Stock Code: 1245)

COMPLETION OF DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF ALL ISSUED SHARES IN DREAM GAMES SINGAPORE PTE. LTD

Reference is made to the announcement of 株式会社ニラク▓ジー ▓ シー ▓ ホールディン グス NIRAKU GC HOLDINGS, INC.* (the “Company”) dated 31 October 2017 (the “Announcement”) in relation to the acquisition of all issued shares in Dream Games Singapore Pte. Ltd. Unless otherwise defined, capitalised terms used herein shall bear the same meanings as defined in the Announcement.

COMPLETION OF THE ACQUISITION

The Board is pleased to announce that all the conditions precedent to the Agreement have been fulfilled and Completion took place on 20 November 2017 in accordance with the terms and conditions of the Agreement.

Upon Completion, the Target Company and its subsidiaries have become wholly-owned subsidiaries of the Company and financial results of the Target Company and its subsidiaries will be consolidated to financial results of the Group.

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CONSIDERATION

The consideration paid on the Completion Date amounted to JPY1,868,975,028, which is subject to adjustment if, within 60 business days from the Completion Date, it is revealed that the Target Group’s net aggregate balance of Debt and Cash as at the Cut-Off Date is different from that recorded on the Completion Date by more than JPY1 million.

On behalf of the Board NIRAKU GC HOLDINGS, INC.* 株式会社 ニラク ▓ ジー ▓ シー ▓ ホールディングス Chairman, Executive Director and Chief Executive Officer Hisanori TANIGUCHI (also known as JEONG Seonggi)

Fukushima, Japan, 20 November 2017

As at the date of this announcement, the executive director of the Company is Hisanori TANIGUCHI (also known as JEONG Seonggi); the non-executive director of the Company is Hiroshi BANNAI; and the independent non-executive directors of the Company are Hiroaki MORITA, Norio NAKAYAMA, Michio MINAKATA and Yoshihiro KOIZUMI.

• For identification purposes only

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