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M&A and Subsidiary Changes2121MIXI,Inc.Information and Communications, Services and Others

Notice Regarding a Change in a Specified Subsidiary

MIXI will acquire all shares of an investment management company from GREE Holdings,Inc. and part of the LP interests in an investment fund from グリーキャピタルマネジメント株式会社. As a result, MIXI plans to make the investment management company a wholly owned subsidiary and designate the fund as a specified subsidiary.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
30
¥ million (planned; acquisition price for shares in the newly established company. The acquisition price for the target fund's LP interests is approximately ¥300 million)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This transaction
CounterpartyGREE Holdings,Inc., グリーキャピタルマネジメント株式会社
Disclosing companyMIXI,Inc.
グリー・ファンド・インベストメンツ株式会社 (予定商号変更先:株式会社 MIXI キャピタルマネジメント) and GREE LP Fund JP2 号投資事業有限責任組合 (予定名称変更先:MIXI LP Fund 1 号投資事業有限責任組合)Voting rights ownership percentageNumber of shares acquired Shares in the newly established company: 20 shares (20 voting rights). Target fund's LP interests: 996 investment units (capital commitment relating to the LP interests to be transferred: ¥996 million (planned))

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Newly established company: management of the target fund, investment activities and other related business. Target fund: primarily investing in investment partnerships and similar vehicles in Japan, thereby indirectly investing in portfolio companies through those investment partnerships and similar vehicles, while also building networks between portfolio companies and general partners as necessary to enhance the value of invested capital.

Location 6-11-1 Roppongi, Minato-ku, Tokyo (before the change); Shibuya Scramble Square 36F, 2-24-12 Shibuya, Shibuya-ku, Tokyo (after the change)Share capital ¥1 million (newly established company). Target fund: Not disclosedDate of incorporation Newly established company: 9 April 2026. Target fund: 1 July 2025
Consideration and expenses
Acquisition priceShares in the newly established company: approximately ¥30 million (planned; approximate amount including advisory fees and other costs related to the entire Transaction, including the acquisition of the target fund's LP interests). Target fund's LP interests: approximately ¥300 million (planned)
Impact on Business Performance

The impact of this transaction on the Company's results for the current consolidated fiscal year is expected to be immaterial.

Procedures and assumptions
Conditions Precedent to ExecutionThe corporate name is scheduled to be changed after completion of the prescribed procedures. The counterparty's group will establish the newly established company and transfer to it, through an absorption-type company split, the contractual position as general partner of the target fund and the assets, liabilities and other rights and obligations necessary to manage the target fund, after which MIXI plans to acquire all shares of the newly established company.
Management structure after acquisitionThe newly established company is scheduled to change its corporate name to 株式会社 MIXI キャピタルマネジメント. The representative director will be Araki Gōji (荒木 豪司). Following completion of the Transaction, officers and employees of MIXI are scheduled to assume positions as officers of the newly established company. Employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameThis transaction
Counterparty nameGREE Holdings,Inc., グリーキャピタルマネジメント株式会社
Name of the Subject Companyグリー・ファンド・インベストメンツ株式会社 (予定商号変更先:株式会社 MIXI キャピタルマネジメント) and GREE LP Fund JP2 号投資事業有限責任組合 (予定名称変更先:MIXI LP Fund 1 号投資事業有限責任組合)
Business Description of the Subject CompanyNewly established company: management of the target fund, investment activities and other related business. Target fund: primarily investing in investment partnerships and similar vehicles in Japan, thereby indirectly investing in portfolio companies through those investment partnerships and similar vehicles, while also building networks between portfolio companies and general partners as necessary to enhance the value of invested capital.
Location of the Subject Company6-11-1 Roppongi, Minato-ku, Tokyo (before the change); Shibuya Scramble Square 36F, 2-24-12 Shibuya, Shibuya-ku, Tokyo (after the change)
Capital Stock of the Subject Company¥1 million (newly established company). Target fund: Not disclosed
Date of Establishment of the Subject CompanyNewly established company: 9 April 2026. Target fund: 1 July 2025
Acquisition priceShares in the newly established company: approximately ¥30 million (planned; approximate amount including advisory fees and other costs related to the entire Transaction, including the acquisition of the target fund's LP interests). Target fund's LP interests: approximately ¥300 million (planned)
Number of shares acquiredShares in the newly established company: 20 shares (20 voting rights). Target fund's LP interests: 996 investment units (capital commitment relating to the LP interests to be transferred: ¥996 million (planned))
Voting rights ownership percentageBefore 0.0% → after 100.0%
Impact on Business PerformanceThe impact of this transaction on the Company's results for the current consolidated fiscal year is expected to be immaterial.
Date of board resolution22 June 2026
Contract Date23 June 2026 (planned)
Execution Date / Effective DateEffective date of the absorption-type company split: 31 July 2026 (planned). Share transfer date: 31 July 2026 (planned). LP interest transfer date: 31 July 2026 (planned)
Conditions Precedent to ExecutionThe corporate name is scheduled to be changed after completion of the prescribed procedures. The counterparty's group will establish the newly established company and transfer to it, through an absorption-type company split, the contractual position as general partner of the target fund and the assets, liabilities and other rights and obligations necessary to manage the target fund, after which MIXI plans to acquire all shares of the newly established company.
Management structure after acquisitionThe newly established company is scheduled to change its corporate name to 株式会社 MIXI キャピタルマネジメント. The representative director will be Araki Gōji (荒木 豪司). Following completion of the Transaction, officers and employees of MIXI are scheduled to assume positions as officers of the newly established company. Employee treatment: Not disclosed
Items this document does not state (16)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To enhance the management and administration structure for the investment portfolio of the MIXI Group.

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Notice Regarding a Change in a Specified Subsidiary | MIXI,Inc. (2121) timely disclosure | Komori