WellBear Advises INTLOOP on Acquisition of Dics Holdings

Deal Overview

INTLOOP Inc. (headquartered in Minato-ku, Tokyo; President Hirofumi Hayashi; listed on the Tokyo Stock Exchange Growth Market) acquired the shares of Dics Holdings Corporation (headquartered in Minato-ku, Tokyo; CEO Mitsuo Tobe), bringing Dics Holdings and its four operating subsidiaries into the INTLOOP group as consolidated subsidiaries. The transaction was announced on September 14, 2023, with consolidation effective from Q2 of INTLOOP's fiscal year ending July 2024.

WellBear served as the buy-side financial advisor to INTLOOP, supporting the full lifecycle of the transaction - from investment scheme design, valuation, and negotiation, through due diligence oversight, contract support, and stakeholder communications - to closing. While WellBear's core expertise lies in cross-border M&A, this engagement stands as a representative example of the value we deliver to buy-side clients on strategic domestic transactions as well.

Deal Summary

• Acquirer: INTLOOP Inc. (TSE Growth)
• Target: Dics Holdings Co., Ltd.
• Location: Both HQs in Minato-ku, Tokyo
• Industry: IT Consulting × IT Infrastructure, System Integration, and IT Talent Services
• Structure: Share Acquisition (Subsidiarization)
• Our Role: Buy-Side Advisor
• Announced: September 14, 2023

About Dics Holdings

Dics Holdings is a Japanese IT services group anchored by Japan Dics Inc., founded in 1998, and operates through four consolidated subsidiaries spanning IT infrastructure, system integration, IT staffing, and talent development. With approximately 500 employees as of July 2023, the group serves a broad and blue-chip customer base that includes major system integrators, leading telecommunications carriers, and government agencies. Its ability to deliver end-to-end services - from requirements definition through implementation to ongoing operations and maintenance - represents the group's core competitive strength.

About INTLOOP

INTLOOP Inc., listed on the Tokyo Stock Exchange Growth Market, is a "business-creation consulting firm" operating under the mission of "in the loop / the growth loop" - partnering with clients from a first-principles perspective to solve management challenges and drive enterprise transformation. As of July 2023, INTLOOP commands a professional network of more than 33,000 freelance consultants and technology specialists, delivering services through a distinctive hybrid model that combines full-time employees with freelance professionals. Guided by a mid-term target of ¥100 billion in revenue, the company actively pursues M&A as a core pillar of its growth strategy.

Synergy

With no overlap in core businesses, the synergy of INTLOOP and Dics Holdings creates an integrated platform that covers the entire value chain of consulting and IT services.

INTLOOP's strengths in upstream engagements - strategy, requirements definition, and flexible talent supply - combine with Dics Holdings' strengths in downstream execution - implementation, operations, and maintenance - to enable a seamless end-to-end service offering for enterprise customers. The client bases are equally complementary: INTLOOP serves major consulting firms and enterprise corporations, while Dics Holdings serves major system integrators, telecommunications carriers, and public-sector clients, creating substantial cross-referral potential across both portfolios.

The transaction represents a strategic cornerstone in INTLOOP's journey toward its mid-term revenue target of ¥100 billion, positioning M&A as a deliberate and sustained engine of non-linear growth.

Continuity

Dics Holdings continues to operate under the leadership of CEO Mitsuo Tobe, with its brand, organization, and customer and partner relationships maintained. With no competitive overlap between the two businesses, both companies are positioned to retain their distinct strengths while unlocking group-wide synergies through cross-referrals and integrated capabilities across the expanded six-company structure.

"This M&A was executed as a part of our growth strategy. We sincerely appreciate the expert advice and support WellBear provided throughout this important initiative. Their experienced guidance gave us the confidence to pursue new business opportunities and create further synergies. We look forward to continuing our relationship with WellBear and pursuing business success together wherever opportunities arise."

- Sakaguchi, Strategic Planning Office, INTLOOP Inc.

This entry is based on publicly available information (INTLOOP Inc. press release dated September 14, 2023; WellBear press release dated April 7, 2024). Non-public transaction terms are not disclosed.