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This Company Split and This TransferCounterpartyMIXI, Inc.
Disclosing companyGREE Holdings,Inc.
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
Management business relating to GREE LP Fund JP 2号投資事業有限責任組合 (JP2 Fund). GFI's business activities are the acquisition, holding, operation and management of securities (including shares and bonds), business rights and other assets; technical guidance and consulting relating to the internet; and planning and implementation of market research and related consulting services.
Location Minato-ku, TokyoShare capital ¥1 millionDate of incorporation 9 April 2026
Net SalesGFI: Not applicable (newly established company). For reference, GVI reported revenue of ¥323 million for the fiscal year ended June 2025.
Operating profitGFI: Not applicable (newly established company). For reference, GVI reported operating profit of ¥161 million for the fiscal year ended June 2025.
Net income for the current fiscal yearGFI: Not applicable (newly established company). GVI's net income is Not disclosed (ordinary profit was ¥162 million for the fiscal year ended June 2025).
Net assetsGFI: Not applicable (newly established company). For reference, GVI reported net assets of ¥353 million for the fiscal year ended June 2025.
Consideration and expenses
Acquisition priceGFI shares: approximately ¥17 million (planned). Part of the LP interest in the JP2 Fund: approximately ¥300 million (planned).
Type of ConsiderationCash (for This Transfer). This Company Split will be conducted without consideration.
Impact on Business Performance
The impact of This Transfer on the results for the current consolidated fiscal year will be immaterial.
Procedures and assumptions
Management structure after acquisitionGFI's representative will be Representative Director 中尾俊輔. All GFI shares will be transferred to MIXI. GFI will succeed to the assets, liabilities and contractual positions belonging to GVI's JP2 Fund, but IT systems and employment contracts will not be transferred. Changes to the corporate name and employee treatment are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | This Company Split and This Transfer |
| Counterparty name | MIXI, Inc. |
| Name of the Subject Company | グリー・ファンド・インベストメンツ株式会社 (GFI) and the JP2 Fund management business and part of the LP interest relating to GREE LP Fund JP 2号投資事業有限責任組合 |
| Business Description of the Subject Company | Management business relating to GREE LP Fund JP 2号投資事業有限責任組合 (JP2 Fund). GFI's business activities are the acquisition, holding, operation and management of securities (including shares and bonds), business rights and other assets; technical guidance and consulting relating to the internet; and planning and implementation of market research and related consulting services. |
| Location of the Subject Company | Minato-ku, Tokyo |
| Capital Stock of the Subject Company | ¥1 million |
| Date of Establishment of the Subject Company | 9 April 2026 |
| Net Sales of the Subject Company | GFI: Not applicable (newly established company). For reference, GVI reported revenue of ¥323 million for the fiscal year ended June 2025. |
| Operating Profit of the Subject Company | GFI: Not applicable (newly established company). For reference, GVI reported operating profit of ¥161 million for the fiscal year ended June 2025. |
| Net Income of the Subject Company | GFI: Not applicable (newly established company). GVI's net income is Not disclosed (ordinary profit was ¥162 million for the fiscal year ended June 2025). |
| Net Assets of the Subject Company | GFI: Not applicable (newly established company). For reference, GVI reported net assets of ¥353 million for the fiscal year ended June 2025. |
| Acquisition price | GFI shares: approximately ¥17 million (planned). Part of the LP interest in the JP2 Fund: approximately ¥300 million (planned). |
| Type of Consideration | Cash (for This Transfer). This Company Split will be conducted without consideration. |
| Number of shares acquired | 20 GFI shares. The number of voting rights is not stated. GCM's LP interest is partial; the number of interests and voting rights is not stated. |
| Voting rights ownership percentage | Before 100% (GFI shares) → after 0% (GFI shares) |
| Impact on Business Performance | The impact of This Transfer on the results for the current consolidated fiscal year will be immaterial. |
| Date of board resolution | 22 June 2026 |
| Contract Date | 23 June 2026 (scheduled) |
| Execution Date / Effective Date | 31 July 2026 (planned). This is the effective date of the absorption-type company split and the dates of the transfer of the GFI shares and the LP interest. |
| Management structure after acquisition | GFI's representative will be Representative Director 中尾俊輔. All GFI shares will be transferred to MIXI. GFI will succeed to the assets, liabilities and contractual positions belonging to GVI's JP2 Fund, but IT systems and employment contracts will not be transferred. Changes to the corporate name and employee treatment are Not disclosed. |
Items this document does not state (12)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation 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 optimize the Group's overall management resources and further improve the efficiency of its financial structure.
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