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M&A and Subsidiary Changes3633GMO Pepabo,Inc.Information and Communications, Services and Others

Notice Regarding the Dissolution (Special Liquidation) of a Consolidated Subsidiary

The Company has decided to dissolve and commence special liquidation proceedings for its consolidated subsidiary, CN株式会社. This follows the completion of the transfer of shares in GMOクリエイターズネットワーク株式会社, which CN had managed, leaving CN with no remaining role.

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This transaction

Dissolution (special liquidation) of a consolidated subsidiary
Disclosing companyGMO Pepabo,Inc.
CN株式会社Subject of this transactionVoting rights ownership percentage Before 76.6% (after not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Management of group companies and related activities

Location Shibuya, TokyoShare capital — thousand yen (as of the end of December 2025)Date of incorporation January 2025
Net Sales— thousand yen (fiscal year ended December 2025)
Operating profit¥37 thousand operating loss (fiscal year ended December 2025)
Net income for the current fiscal year¥1,417,214 thousand negative net assets (fiscal year ended December 2025)
Net assets¥1,417,214 thousand negative net assets (fiscal year ended December 2025)
Impact on Business Performance

The impact of this matter on consolidated results for the fiscal year ending December 2026 is currently under review. The Company will promptly announce any revisions to its earnings forecast or other actions if necessary.

Procedures and assumptions
Conditions Precedent to ExecutionApproval of the dissolution at CN's extraordinary general meeting of shareholders (scheduled for 29 June 2026)
This transaction
ItemDetails
Transaction nameDissolution (special liquidation) of a consolidated subsidiary
Name of the Subject CompanyCN株式会社
Business Description of the Subject CompanyManagement of group companies and related activities
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company— thousand yen (as of the end of December 2025)
Date of Establishment of the Subject CompanyJanuary 2025
Net Sales of the Subject Company— thousand yen (fiscal year ended December 2025)
Operating Profit of the Subject Company¥37 thousand operating loss (fiscal year ended December 2025)
Net Income of the Subject Company¥1,417,214 thousand negative net assets (fiscal year ended December 2025)
Net Assets of the Subject Company¥1,417,214 thousand negative net assets (fiscal year ended December 2025)
Voting rights ownership percentageBefore 76.6% (after not disclosed)
Impact on Business PerformanceThe impact of this matter on consolidated results for the fiscal year ending December 2026 is currently under review. The Company will promptly announce any revisions to its earnings forecast or other actions if necessary.
Date of board resolution15 June 2026
Execution Date / Effective DateCompletion of special liquidation: late December 2026 (scheduled)
Conditions Precedent to ExecutionApproval of the dissolution at CN's extraordinary general meeting of shareholders (scheduled for 29 June 2026)
Items this document does not state (17)
Counterparty nameAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger 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 CommitteeManagement structure after acquisition

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.

CN was established to manage GMOクリエイターズネットワーク株式会社 and for related purposes. As the transfer of the shares in that company has been completed, CN will be dissolved and liquidated.

How to read this page

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Notice Regarding the Dissolution (Special Liquidation) of a Consolidated Subsidiary | GMO Pepabo,Inc. (3633) timely disclosure | Komori