Komori
M&A and Subsidiary Changes299AKurashiru,Inc.Information and Communications, Services and Others

Notice Regarding the Determination of a Company Split Plan for a Newly Established Company and a Joint Share Transfer Plan

The creator management business will be transferred to a newly established company, and an intermediate holding company will be established to place that company and the wholly owned subsidiary ATF株式会社 under its control. Following the reorganization, Kurashiru,Inc. will remain the wholly owning parent company of the intermediate holding company.

Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
2821
¥ million (revenue of the business to be transferred, fiscal year ending March 2026)
Wording
Conditional
How definitive the wording is.

This transaction

This organizational reorganization (this incorporation-type company split and this joint share transfer)
CounterpartyATF株式会社
Disclosing companyKurashiru,Inc.
LIVEwith株式会社 (tentative name), ATF株式会社Voting rights ownership percentage

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

Operation of the creator management agency “LIVEwith” and related businesses, Training and management of talent and others, and planning and operation of events and related businesses

Location Minato-ku, TokyoShare capital ¥10 million, ¥10 millionDate of incorporation 1 August 2026 (scheduled), 19 November 2025
Net Sales¥2,821 million (fiscal year ending March 2026, business to be transferred)
Net assets¥543 million (expected at establishment on 1 August 2026), ¥307 million (as of 31 March 2026)
Consideration and expenses
Type of ConsiderationShares (the intermediate holding company will be established through a joint share transfer)
Impact on Business Performance

There will be no impact on the consolidated financial results of the Company.

Procedures and assumptions
Management structure after acquisitionFollowing the effectiveness of this organizational reorganization, Kurashiru,Inc. will become the wholly owning parent company of ALホールディングス株式会社. The representative of ALホールディングス株式会社 will be Representative Director and President Ohashi Naoya (大橋直弥). Its trade name will be ALホールディングス株式会社 (tentative name).
This transaction
ItemDetails
Transaction nameThis organizational reorganization (this incorporation-type company split and this joint share transfer)
Counterparty nameATF株式会社
Name of the Subject CompanyLIVEwith株式会社 (tentative name), ATF株式会社
Business Description of the Subject CompanyOperation of the creator management agency “LIVEwith” and related businesses, Training and management of talent and others, and planning and operation of events and related businesses
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥10 million, ¥10 million
Date of Establishment of the Subject Company1 August 2026 (scheduled), 19 November 2025
Net Sales of the Subject Company¥2,821 million (fiscal year ending March 2026, business to be transferred)
Net Assets of the Subject Company¥543 million (expected at establishment on 1 August 2026), ¥307 million (as of 31 March 2026)
Type of ConsiderationShares (the intermediate holding company will be established through a joint share transfer)
Voting rights ownership percentageBefore 100.0% (LIVEwith株式会社 and ATF株式会社) → after 100.0% (ALホールディングス株式会社)
Impact on Business PerformanceThere will be no impact on the consolidated financial results of the Company.
Date of board resolution26 May 2026
Execution Date / Effective DateEffective date of the incorporation-type company split: 1 August 2026 (scheduled); effective date of the joint share transfer: 31 August 2026 (scheduled)
Management structure after acquisitionFollowing the effectiveness of this organizational reorganization, Kurashiru,Inc. will become the wholly owning parent company of ALホールディングス株式会社. The representative of ALホールディングス株式会社 will be Representative Director and President Ohashi Naoya (大橋直弥). Its trade name will be ALホールディングス株式会社 (tentative name).
Items this document does not state (17)
Operating Profit of the Subject CompanyNet Income of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent 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.

To manage the entertainment businesses as an integrated operation, use management resources efficiently, and create synergies among the businesses.

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 Determination of a Company Split Plan for a Newly Established Company and a Joint Share Transfer Plan | Kurashiru,Inc. (299A) timely disclosure | Komori