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M&A and Subsidiary Changes3632GREE Holdings,Inc.Information and Communications, Services and Others

Notice Regarding the Establishment of a Business Management Company (Intermediate Holding Company) and the Transfer of a Subsidiary Through an In-Kind Contribution

グリーホールディングス will establish 2 intermediate holding companies to oversee its VTuber and IP businesses, respectively, and carry out an organizational restructuring under which all shares of 4 existing subsidiaries will be transferred through contributions in kind. The implementation date is scheduled for 1 July 2026.

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This transaction

This organizational restructuring
Counterpartyグリーライブエンターテインメント株式会社, グリークリエイティブエンターテインメント株式会社
Disclosing companyGREE Holdings,Inc.
REALITY 株式会社, REALITY Studios 株式会社, グリーエンターテインメント株式会社, DADAN株式会社Subject of this transactionNumber of shares acquired All shares of the target operating subsidiaries (the number of shares and voting rights is not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

VTuber platform business, VTuber production business, Anime business, merchandising business and other businesses, Entertainment solutions business

Location Roppongi Hills Gate Tower, 6-11-1 Roppongi, Minato-ku, Tokyo, Roppongi Hills Gate Tower, 6-11-1 Roppongi, Minato-ku, Tokyo, Roppongi Hills Gate Tower, 6-11-1 Roppongi, Minato-ku, Tokyo, Roppongi Hills Gate Tower, 6-11-1 Roppongi, Minato-ku, TokyoShare capital ¥10 million, ¥10 million, ¥101 million, ¥1 million
Consideration and expenses
Type of ConsiderationShares (issuance of new shares by the business management companies, with グリーホールディングス as the allottee)
Impact on Business Performance

The impact of this organizational restructuring on results for the current consolidated fiscal year will be immaterial.

Procedures and assumptions
Management structure after acquisitionグリーライブエンターテインメント株式会社 and グリークリエイティブエンターテインメント株式会社 will be established as the business management companies, with Araki Eiji (荒木 英士) serving as representative director of both companies. All shares of each operating subsidiary will be contributed in kind to the respective business management company. Employee treatment: not disclosed
This transaction
ItemDetails
Transaction nameThis organizational restructuring
Counterparty nameグリーライブエンターテインメント株式会社, グリークリエイティブエンターテインメント株式会社
Name of the Subject CompanyREALITY 株式会社, REALITY Studios 株式会社, グリーエンターテインメント株式会社, DADAN株式会社
Business Description of the Subject CompanyVTuber platform business, VTuber production business, Anime business, merchandising business and other businesses, Entertainment solutions business
Location of the Subject CompanyRoppongi Hills Gate Tower, 6-11-1 Roppongi, Minato-ku, Tokyo, Roppongi Hills Gate Tower, 6-11-1 Roppongi, Minato-ku, Tokyo, Roppongi Hills Gate Tower, 6-11-1 Roppongi, Minato-ku, Tokyo, Roppongi Hills Gate Tower, 6-11-1 Roppongi, Minato-ku, Tokyo
Capital Stock of the Subject Company¥10 million, ¥10 million, ¥101 million, ¥1 million
Type of ConsiderationShares (issuance of new shares by the business management companies, with グリーホールディングス as the allottee)
Number of shares acquiredAll shares of the target operating subsidiaries (the number of shares and voting rights is not disclosed)
Impact on Business PerformanceThe impact of this organizational restructuring on results for the current consolidated fiscal year will be immaterial.
Date of board resolution29 May 2026
Execution Date / Effective Date1 July 2026 (scheduled)
Management structure after acquisitionグリーライブエンターテインメント株式会社 and グリークリエイティブエンターテインメント株式会社 will be established as the business management companies, with Araki Eiji (荒木 英士) serving as representative director of both companies. All shares of each operating subsidiary will be contributed in kind to the respective business management company. Employee treatment: not disclosed
Items this document does not state (20)
Date of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding 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.

The purpose is to centralize business strategy formulation and decision-making functions for the operating subsidiaries in the VTuber and IP business segments, thereby enhancing the corporate value of the group as a whole and maximizing management efficiency.

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 Establishment of a Business Management Company (Intermediate Holding Company) and the Transfer of a Subsidiary Through an In-Kind Contribution | GREE Holdings,Inc. (3632) timely disclosure | Komori