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

Notice Regarding the Additional Acquisition of Shares in RINDO Entertainment Co., Ltd. (Making It a Consolidated Subsidiary)

REALITY Studios, a consolidated subsidiary of the Company, will additionally acquire 90 shares of RINDO Entertainment, an equity-method affiliate, raising the voting rights ownership ratio from 35.0% to 80.0%. As a result, RINDO Entertainment is expected to become a consolidated subsidiary of the Company from the second quarter of the fiscal year ending June 2027.

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
45
Increase in voting rights ownership percentage (percentage points)
Wording
Conditional
How definitive the wording is.

This transaction

Additional Acquisition of Shares (Conversion into a Consolidated Subsidiary)
Disclosing companyGREE Holdings,Inc.
RINDO Entertainment Co., Ltd.Voting rights ownership percentageNumber of shares acquired 90 shares (number of voting rights: 90)

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

Talent and artist development and management, operation of a talent agency, and related activities

Location Shinjuku-ku, TokyoShare capital ¥2 millionDate of incorporation 1 February 2019
Net Sales¥6,789 million (fiscal year ending June 2026)
Consideration and expenses
Acquisition priceThe detailed amount is not disclosed because the counterparty is an individual and disclosure could allow the amount to be inferred, raising safety and protection concerns. The amount is below 15% of net assets as of the end of the immediately preceding fiscal year.
Type of ConsiderationCash
Impact on Business Performance

The impact of this transaction on full-year consolidated results for the fiscal year ending June 2027 is reflected in the separately disclosed Notice Regarding Revisions to the Full-Year Consolidated Earnings Forecast (Upward Revision).

Procedures and assumptions
Valuation methodologyValuation and other assessment conducted by an independent third party
Conditions Precedent to ExecutionResolution by the counterparty’s board of directors (scheduled for 30 September 2026). In addition, after the proposal concerning this transaction is approved by resolution of RINDO Entertainment’s board of directors, 3 additional officers are scheduled to be dispatched.
Management structure after acquisitionRINDO Entertainment is expected to become a consolidated subsidiary of the Company from the second quarter of the fiscal year ending June 2027. The Company has already dispatched 1 officer, and 3 additional officers are scheduled to be dispatched after the proposal concerning this transaction is approved by resolution of RINDO Entertainment’s board of directors.
This transaction
ItemDetails
Transaction nameAdditional Acquisition of Shares (Conversion into a Consolidated Subsidiary)
Name of the Subject CompanyRINDO Entertainment Co., Ltd.
Business Description of the Subject CompanyTalent and artist development and management, operation of a talent agency, and related activities
Location of the Subject CompanyShinjuku-ku, Tokyo
Capital Stock of the Subject Company¥2 million
Date of Establishment of the Subject Company1 February 2019
Net Sales of the Subject Company¥6,789 million (fiscal year ending June 2026)
Acquisition priceThe detailed amount is not disclosed because the counterparty is an individual and disclosure could allow the amount to be inferred, raising safety and protection concerns. The amount is below 15% of net assets as of the end of the immediately preceding fiscal year.
Type of ConsiderationCash
Number of shares acquired90 shares (number of voting rights: 90)
Voting rights ownership percentageBefore 35.0% → after 80.0%
Impact on Business PerformanceThe impact of this transaction on full-year consolidated results for the fiscal year ending June 2027 is reflected in the separately disclosed Notice Regarding Revisions to the Full-Year Consolidated Earnings Forecast (Upward Revision).
Date of board resolution28 September 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Valuation methodologyValuation and other assessment conducted by an independent third party
Conditions Precedent to ExecutionResolution by the counterparty’s board of directors (scheduled for 30 September 2026). In addition, after the proposal concerning this transaction is approved by resolution of RINDO Entertainment’s board of directors, 3 additional officers are scheduled to be dispatched.
Management structure after acquisitionRINDO Entertainment is expected to become a consolidated subsidiary of the Company from the second quarter of the fiscal year ending June 2027. The Company has already dispatched 1 officer, and 3 additional officers are scheduled to be dispatched after the proposal concerning this transaction is approved by resolution of RINDO Entertainment’s board of directors.
Items this document does not state (15)
Counterparty nameOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses 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)Contract DateIndependent valuation institutionSpecial Committee

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 expand the business portfolio of the live entertainment business and broaden business development in the male idol sector. The Company also expects synergies, including the enhancement and greater efficiency of business operations, by combining the Group’s financial foundation, back-office functions, and expertise in merchandising and events.

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Notice Regarding the Additional Acquisition of Shares in RINDO Entertainment Co., Ltd. (Making It a Consolidated Subsidiary) | GREE Holdings,Inc. (3632) timely disclosure | Komori