Avelco Co. Ltd. (JASDAQ:7539) entered into an letter of intent to acquire 65.77% stake in Intelgrow Corporation from Intelgrow Corporation, ESOP, Sadaaki Egara, Shigeru Egara, Masafumi Ohsawa, Kazuo Ito, Mutsuto Maki, Tadaji Shibata and others for approximately ¥720 million in cash on October 1, 2012. Avelco Co. Ltd. will be issuing 19.13 common shares for every share of Intelgrow Corporation. Avelco Co. Ltd. is acquiring 0.09 million shares of Intelgrow Corporation and issuing 0.5 million shares. Sadaaki Egara, President and Representative Director will sell 16.77% stake, Shigeru Egara will sell 5.82% stake. Intelgrow Corporation reported revenues of ¥7.73 billion, operating profit of ¥58 million, ordinary profit of ¥115 million net profit of ¥28 million for the year ending July 2011. Intelgrow Corporation reported net assets of ¥1.55 billion, revenues of ¥8.4 billion, net income of ¥305.8 billion, EBIT of ¥53 million and total assets of ¥4.49 billion for the year ending July 31, 2012.

The transaction will be a share acquisition followed by a share exchange. The share transfer contract and share exchange contract is expected to be signed on February 8, 2012. The share acquisition is expected to close by late February 2013. The approval from the shareholders of Intelgrow is expected in a meeting in late March 2013. The share exchange is expected to take place on May 1, 2013 and can be executed without the approval of shareholders. The share exchange agreement has been signed on February 8, 2013. The transaction was approved by the Board of Avelco Co.

Avelco Co. Ltd. (JASDAQ:7539) completed the acquisition of 65.77% stake in Intelgrow Corporation from Intelgrow Corporation, ESOP, Sadaaki Egara, Shigeru Egara, Masafumi Ohsawa, Kazuo Ito, Mutsuto Maki, Tadaji Shibata and others on February 20, 2013.