■WingArk 1st ＜4432＞ Company Overview
1. Company Overview
The company group is “Empower Data, Innovate the Business, Shape the Future. Value for information, transformation for companies, and the future for society.” We have set this vision, and by utilizing various data existing in society, we aim to bring innovation to many companies, and as a result, realize a better society. Currently, due to the spread of smartphones and IoT, data generated daily is increasing at an accelerated rate. Also, there is a growing need for work efficiency improvements through work style reforms, etc. The company group sees this variety of data (big data) as “new resources,” and utilizes these resources to provide software and services that bring various values to companies and society.
7 and a half years since MBO. After strengthening the management base and restructuring the business structure, etc., it was re-listed in March 2021
2. HISTORY
The company took over the software business (currently the data empowerment business) of Tsubasa Systems Co., Ltd.'s Information Planning Division in 2004/3, and changed its trade name to WingArc Technologies Co., Ltd.
The data empowerment business began in the company group in 2004/3. The software business that was transferred was launched in 1993/10 with the aim of new commercialization in the software field other than package software for automobile maintenance, which was the main business at the time, and is positioned as an in-house venture in Tsubasa Systems. After that, the form development software “Super Visual Formade” (hereinafter, “SVF”), which is the current main product of the company group, was released in 1996/12, and the multidimensional high-speed tabulation search engine “Dr.Sum” were released in 2001/5, respectively, and launched as a business. After that, Tsubasa Systems sold the Information Planning Division in 2004/3 to capitalize, and the business was transferred to AP2 Co., Ltd. with Advantage Partners Co., Ltd. as a sponsor. At the same time, AP2 changed its trade name to WingArc Technologies. After the transfer of business, WingArc Technologies was newly established through a company split in 2009/11, took over the company's data empowerment business, and the company's trade name was changed to 1st Holdings Co., Ltd. (formerly 1st Holdings). After that, it was listed on the JASDAQ (standard) stock exchange in 2010/12, and the market was changed to the 2nd section of the Tokyo Stock Exchange in 2012/2.
However, in 2013/4, with ORIX ＜8591＞ as a sponsor, Monolith Holdings Co., Ltd. implemented a ToB (tender offer) for shares of the former 1ST Holdings*, and in response to the fact that it was established in May of the same year, listing on the same market was abolished in September of the same year.
* Monolith Holdings was established in 2012/11 by Mr. Hiroyuki Uchino (Uchino Hiroyuki) (current Chairman of the Board), who was the former president and representative director of 1ST Holdings, for the purpose of acquiring shares of the former 1st Holdings.
The Japanese IT market at the time of 2013 was rapidly shifting from a business model centered on traditional core systems, which the company was the main force, to new technologies and platforms represented by the cloud and big data. Accelerated spread of inexpensive and high quality PaaS (Platform as a Service) that seamlessly connects the world, such as the cloud platform service “Amazon Web Service” provided by Amazon.com (AMZN) in the US and the cloud platform service “Force.com” provided by US salesforce.com, has also been seen worldwide. As a result, application software vendors can relatively easily provide their own application software as a global cloud service by using a cloud platform provided by the PaaS vendor. Such structural transformation in the software industry drastically lowered the barriers for the world's powerful application software vendors to enter the Japanese market, and competition intensified in the Japanese market.
Under these circumstances, in order to stably and sustainably improve the company's corporate value in the future, the board of directors of the former 1st Holdings needed (1) restructuring the business structure (restructuring the business structure by restructuring subsidiaries within the group, reallocating human and physical resources, improving and reviewing business processes, etc.) (2) strengthening product development capabilities (strengthening product development capabilities through capital and business alliances with third parties) (3) globalization (global, including the Asian region) It was determined that there is an urgent need to solve issues such as market development) (4) creation of new businesses (further accelerating execution of growth strategies through development of new products and services compatible with the cloud-big data era). Then, when these measures were implemented while maintaining listing, there were risks involving a decline in profit levels and deterioration in cash flow, etc., so a decision was reached to make it private by MBO (Management Buyout).
In 2013/12, Monolith Holdings was absorbed and merged with 1st Holdings as the surviving company, and the trade name was changed to 1st Holdings. Furthermore, in 2014/3, the trade name was changed to Wing Arc 1st (hereafter, formerly Wing Arc 1st).
WAC Holdings Co., Ltd. was established in 2016/3 by CJP WA Holdings, L.P., an investment fund operated by The Carlyle Group for the purpose of acquiring all shares of the former WingArk 1st. WAC Holdings implemented LBO (Leveraged Buyout), and in addition to its own funds, borrowed (raised 31,500 million yen) from financial institutions as external fund raising, and acquired all shares of the former Wingarc 1st from Mr. Hiroyuki Uchino and the OPI 2002 Investment Business Association, which is a subsidiary of Orix, in 2016/4. After that, WAC Holdings carried out an absorption merger with the former Wingarc 1st as the disappearing company with June of the same year as the effective date, and the trade name of WAC Holdings was changed to Wingarc 1st on the same date.
After delisting, the company worked to balance expanding its business domain and strengthening its management base, such as stable business centered on core systems and a broad sales network through partnerships, by quickly dealing with issues it was aware of at the time. In 2018/3, it invested in Toyo Business Engineering Co., Ltd. (currently Business Engineering Co., Ltd.), and is proceeding with solution development that combines applications for the manufacturing industry, where Toyo Business Engineering has strengths, and the company's software and services. Furthermore, capital and business alliance agreements were concluded with ITOCHU Corporation ＜8001＞ and Suzuyo Corporation in 2018/9, data application ＜3848＞, Sansan ＜4443＞, Teikoku Databank Co., Ltd. and ITOCHU Corporation, and PKSHA Technology ＜3993＞ and Toshiba Digital Solutions Co., Ltd. in 2020/11, and are proceeding with joint market development and solution development. Then, it was determined that it had achieved a certain goal of maintaining the company's competitive advantage and stably and sustainably improving corporate value over the future, which was the purpose of MBO, and it was re-listed in March 2021.
(Written by Yasushi Inoue, FISCO Guest Analyst)