Promoting Investment in New and Existing Businesses Through M&A and Other Means

「All shares held by non-controlling shareholders will be acquired, making the company a wholly owned subsidiary.」

「As additional brand businesses, FASCINATE and TCB, an equity-method subsidiary, joined the Group in the consolidated fiscal year 2024; Blue Sincere and Martami, which was integrated with FASCINATE, joined in the cumulative first quarter of the previous consolidated fiscal year; and Royal joined in the cumulative fourth quarter of the previous consolidated fiscal year. The Group has already begun realizing integration benefits. The speed with which these integration benefits are realized is precisely a strength of the Group, and it will continue to pursue both non-organic growth by capitalizing on this strength and organic growth through group synergies.」

「当社は、本吸収合併の効力発生日である令和８年１０月１日をもって、吸収合併消滅会社からその資産、負債その他の権利義務の一切を引き継ぎました。」

「We were introduced as a partner supporting the continuation of the former Royal's business and, as a result of extensive discussions on supporting the former Royal through the use of our platform, determined that our involvement as a sponsoring company in its rehabilitation would contribute to the reconstruction of the former Royal. We also determined that acquiring the former Royal's procurement channels and sales network would enable us to strengthen and expand our services, and accordingly entered into the sponsorship agreement.」

「In the previous consolidated fiscal year, FASCINATE and TCB, an equity-method subsidiary, joined the Group as new brand businesses, while ブルーシンシア and マルタミ (integrated with FASCINATE) joined during the current interim consolidated fiscal period. We were introduced as a partner supporting the continuation of the former Royal's business and held extensive discussions on supporting the former Royal by using our platform. We determined that our involvement as a sponsoring company in its rehabilitation would contribute to the reconstruction of Royal, and that acquiring Royal's procurement channels and sales network would enable us to strengthen and expand our services. Accordingly, we entered into the sponsorship agreement. The closing date is scheduled for Monday, 1 December 2025,」

「マガシーク, FASCINATE, BRANDELI and TCB became members of the Group from the current consolidated fiscal year. In fiscal 2025, ブルーシンシア and マルタミ will join the Group as part of the expansion of our brand portfolio, while サンキュ！（ARIGATO） will also join the Group as a new business.」

「From the first quarter of the current consolidated fiscal year, 株式会社FASCINATE has been included in the scope of consolidation because we acquired all of its shares and made it a subsidiary. From the first quarter of the current consolidated fiscal year, マガシーク株式会社 has been included in the scope of consolidation because we acquired its shares and made it a subsidiary. From the first quarter of the current consolidated fiscal year, TCB株式会社 has been included in the scope of entities accounted for under the equity method because we acquired its shares.」

「By acquiring these shares, we can achieve this medium-term vision by doubling Group GMV from ¥28.6 billion (fiscal year ended February 2024, before elimination of intercompany transactions) to approximately ¥60 billion, an estimate including projected FY2024 GMV for マガシーク.」

「At a meeting of the Board of Directors held on 28 September 2022, we resolved that RBKJ株式会社, a consolidated subsidiary of our Group (hereinafter, “RBKJ”), would acquire from アディダス ジャパン株式会社 part of the domestic Japanese business operated under its Reebok brand, entered into a business transfer agreement on the same date, and acquired the target business as of 1 October 2022.」

「At a meeting of the Board of Directors held on 28 September 2022, we resolved that our consolidated subsidiary RBKJ株式会社 (hereinafter, “RBKJ”) would acquire from アディダス ジャパン株式会社 part of the domestic Japanese business operated under its Reebok brand, entered into a business transfer agreement on the same date, and acquired the target business as of 1 October 2022.」

「At a meeting of the Board of Directors held on 28 September 2022, we resolved that our subsidiary RBKJ株式会社 (hereinafter, “RBKJ”) would acquire from アディダス ジャパン株式会社 part of the domestic Japanese business operated under its Reebok brand, and entered into a business transfer agreement on the same date.」

「Through the absorption mergers of SWS and waja and by capturing demand to shift from stores to e-commerce, the Company has worked to expand gross merchandise volume and improve customer satisfaction.」

「As a result, repeated requests to refrain from going out caused demand for the footwear that is our core product to decline substantially, and its recovery remains limited. In the EC mall business, however, we captured demand for a shift from stores to EC, in addition to the absorption-type merger of SPORTS WEB SHOPPERS,」

「At a meeting of the Board of Directors held on 14 July 2021, we resolved to acquire all issued shares of 株式会社フェアプレイ and absorb and merge it, with 1 September 2021 as the effective date, and entered into a share transfer agreement and merger agreement on the same date.」

「At a meeting of the Board of Directors held on 14 July 2021, we resolved to acquire all shares of 株式会社フェアプレイ (hereinafter, “FP”) and to absorb and merge it, with 1 September 2021 as the effective date, and entered into a share transfer agreement and merger agreement on the same date.」

「We will also actively invest in new and existing businesses through M&A and other means, with the aim of enhancing corporate value.」

「At a meeting of the Board of Directors held on 21 July 2020, we resolved to absorb and merge 株式会社Fashionwalker, which had become a wholly owned subsidiary on 20 July 2020, entered into a joint venture agreement dated 21 July 2020, and completed the absorption-type merger on 1 September 2020.」

「At a meeting of the Board of Directors held on 7 May 2020, we resolved to make 株式会社Fashionwalker, whose shares were held by WORLD CO.,LTD., a wholly owned subsidiary by acquiring all of its shares, and acquired the shares.」

「At a meeting of the Board of Directors held on 7 May 2020, we resolved to enter into a basic agreement to acquire all shares of 株式会社Fashionwalker held by WORLD CO.,LTD.」

「Our Group has incurred goodwill amortization since the fiscal year ending February 2020, and we will continue to actively consider M&A to accelerate business growth, so goodwill amortization may increase.」

「We will continue to actively consider M&A to accelerate business growth, and goodwill amortization may increase.」

「We acquired the shares of 株式会社モバコレ on 29 March 2019 and included 株式会社モバコレ in the scope of consolidation from the first quarter of the current consolidated fiscal year.」

「Business combination date: 29 March 2019. Voting rights acquired: 100%. Consideration for acquisition: cash of ¥488 million.」

「We entered into a sponsorship agreement with 三鈴商事株式会社 and acquired all shares of Misuzu & Co.株式会社 as of 1 October 2018.」

「On 27 April 2018, through an affiliated company, we acquired 100% of the shares of Shaddy Co., Ltd. jointly with the Laox Group. Beyond the investment itself, we aim to increase the earnings of Shaddy Co., Ltd. and our company by introducing various platform services provided by our company to Shaddy Co., Ltd. to enable the digitalization of its operations and realization of its omnichannel strategy, and by collaborating with the company.」

「We will also actively invest in new and existing businesses through M&A and other means, with the aim of enhancing corporate value.」