Komori
M&A and Subsidiary Changes3823THE WHY HOW DO COMPANY,Inc.Information and Communications, Services and Others

Musician Komuro Tetsuya (小室哲哉) Becomes a Shareholder of Our Company: Pavilions Co., Ltd. Becomes a Wholly Owned Subsidiary. Together Going Forward

The Company will acquire the remaining 15% of Pavilions株式会社 held by Komuro Tetsuya (小室哲哉) through a share exchange, making Pavilions株式会社 a wholly owned subsidiary. As consideration, the Company will issue 2,000,000 of its common shares to Komuro Tetsuya (小室哲哉), who will become a shareholder of the Company.

Worth reading
47Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
15
% (Pavilions shares acquired)
Wording
Definitive
How definitive the wording is.

This transaction

Name of transaction
CounterpartyKomuro Tetsuya (小室哲哉)
Disclosing companyTHE WHY HOW DO COMPANY,Inc.
Pavilions株式会社Voting rights ownership percentageNumber of shares acquired All of the 15% of Pavilions株式会社 shares (the number of shares and voting rights: Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

Execution Date / Effective DateScheduled for 18 September 2026
Target company

Planning and production of music and entertainment businesses, including master recordings and music production, artist production, live performances and events, and AI-generated music

Location Minato-ku, Tokyo
Consideration and expenses
Acquisition priceCash consideration: Not disclosed (2,000,000 of the Company's common shares will be issued as consideration)
Type of ConsiderationShares (2,000,000 of the Company's common shares)
Funding arrangementsShare exchange with no cash outflow (funding method: Not disclosed)
Impact on Business Performance

As Pavilions株式会社 is a consolidated subsidiary, the impact on consolidated financial results will be limited.

Procedures and assumptions
Management structure after acquisitionKomuro Tetsuya (小室哲哉) is the representative director of Pavilions株式会社 and will become a shareholder of the Company following the share exchange. Any change in corporate name and employee treatment: Not disclosed
This transaction
ItemDetails
Transaction nameName of transaction
Counterparty nameKomuro Tetsuya (小室哲哉)
Name of the Subject CompanyPavilions株式会社
Business Description of the Subject CompanyPlanning and production of music and entertainment businesses, including master recordings and music production, artist production, live performances and events, and AI-generated music
Location of the Subject CompanyMinato-ku, Tokyo
Acquisition priceCash consideration: Not disclosed (2,000,000 of the Company's common shares will be issued as consideration)
Type of ConsiderationShares (2,000,000 of the Company's common shares)
Number of shares acquiredAll of the 15% of Pavilions株式会社 shares (the number of shares and voting rights: Not disclosed)
Voting rights ownership percentageBefore 85% → after 100%
Funding arrangementsShare exchange with no cash outflow (funding method: Not disclosed)
Impact on Business PerformanceAs Pavilions株式会社 is a consolidated subsidiary, the impact on consolidated financial results will be limited.
Execution Date / Effective DateScheduled for 18 September 2026
Management structure after acquisitionKomuro Tetsuya (小室哲哉) is the representative director of Pavilions株式会社 and will become a shareholder of the Company following the share exchange. Any change in corporate name and employee treatment: Not disclosed
Items this document does not state (19)
Capital Stock of the Subject CompanyDate 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 CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract 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 Company aims to unify decision-making and capital policy by making Pavilions株式会社 a wholly owned subsidiary, and to develop Pavilions株式会社's master recordings, music and artist IP by combining them with the businesses of the Group's companies and expanding them into works, live entertainment, video and AI-generated music. The Company also states that Komuro Tetsuya (小室哲哉) will be committed to enhancing corporate value over the medium to long term from both the perspectives of a management executive and a shareholder.

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.
Musician Komuro Tetsuya (小室哲哉) Becomes a Shareholder of Our Company: Pavilions Co., Ltd. Becomes a Wholly Owned Subsidiary. Together Going Forward | THE WHY HOW DO COMPANY,Inc. (3823) timely disclosure | Komori