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M&A and Subsidiary Changes2329TOHOKUSHINSHA FILM CORPORATIONInformation and Communications, Services and Others

Notice Regarding the Acquisition of Shares in グラニフ (Making It a Wholly Owned Subsidiary)

東北新社 has decided to acquire all issued shares of グラニフ from a Marunouchi Capital-affiliated fund, making グラニフ a wholly owned subsidiary. The share transfer is scheduled to be completed on 30 April 2026.

Worth reading
59In focus
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
15
% or more (as a percentage of consolidated net assets at the end of the immediately preceding consolidated fiscal year and net assets at the end of the immediately preceding fiscal year)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This share acquisition
Counterparty丸の内キャピタル第二号投資事業有限責任組合, Marunouchi Global Fund II L.P.
Disclosing companyTOHOKUSHINSHA FILM CORPORATION
株式会社グラニフVoting rights ownership percentageNumber of shares acquired 19,589,900 shares (number of voting rights: 195,899)

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

Planning, manufacturing and sale of design products, among other activities

Location Shibuya, TokyoShare capital ¥50 millionDate of incorporation 26 November 2019
Net Sales¥13,447 million (fiscal year ended June 2025)
Operating profit¥0 million (fiscal year ended June 2025)
Net income for the current fiscal yearNet loss of ¥543 million (fiscal year ended June 2025)
Net assets¥3,220 million (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceThe acquisition price will not be disclosed at the fund's request.
Impact on Business Performance

The impact on consolidated full-year results for the fiscal year ending March 2027 is currently under review.

Procedures and assumptions
Valuation methodologyAppropriate share valuation by an independent third-party institution
Management structure after acquisitionグラニフ is scheduled to become a consolidated subsidiary of the company, with 30 April 2026 as the acquisition date. The corporate name, representative and treatment of employees are not disclosed
This transaction
ItemDetails
Transaction nameThis share acquisition
Counterparty name丸の内キャピタル第二号投資事業有限責任組合, Marunouchi Global Fund II L.P.
Name of the Subject Company株式会社グラニフ
Business Description of the Subject CompanyPlanning, manufacturing and sale of design products, among other activities
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company26 November 2019
Net Sales of the Subject Company¥13,447 million (fiscal year ended June 2025)
Operating Profit of the Subject Company¥0 million (fiscal year ended June 2025)
Net Income of the Subject CompanyNet loss of ¥543 million (fiscal year ended June 2025)
Net Assets of the Subject Company¥3,220 million (fiscal year ended June 2025)
Acquisition priceThe acquisition price will not be disclosed at the fund's request.
Number of shares acquired19,589,900 shares (number of voting rights: 195,899)
Voting rights ownership percentageBefore 0.00% → after 100%
Impact on Business PerformanceThe impact on consolidated full-year results for the fiscal year ending March 2027 is currently under review.
Date of board resolution27 March 2026
Contract Date27 March 2026
Execution Date / Effective Date30 April 2026 (scheduled)
Valuation methodologyAppropriate share valuation by an independent third-party institution
Management structure after acquisitionグラニフ is scheduled to become a consolidated subsidiary of the company, with 30 April 2026 as the acquisition date. The corporate name, representative and treatment of employees are not disclosed
Items this document does not state (12)
Expenses 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)Independent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

The company aims to generate synergies by combining グラニフ's capabilities in developing its own intellectual property and rolling out products with the 東北新社 Group's video production capabilities, thereby enhancing IP awareness, its fan base and brand value. The company also states that it aims to leverage グラニフ as a new earnings base to drive growth.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in グラニフ (Making It a Wholly Owned Subsidiary) | TOHOKUSHINSHA FILM CORPORATION (2329) timely disclosure | Komori