Worth reading
52Recurring
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
51
Percentage of total shares issued to be acquired (%)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Basic agreement for the acquisition of shares and conversion into a subsidiaryCounterpartyYamamoto Hajime (山本 元)
Disclosing companyTHE WHY HOW DO COMPANY,Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution2 November 2026
Contract Date2 November 2026 (this basic agreement)
Execution Date / Effective DateTo be determined (date of execution of the share acquisition. Will be announced once determined.)
Target company
Discovering and developing emerging artists; producing and administering the publication of music; promotion and management; and operating live music venues and ticket sales services
Location Nakano-ku, TokyoShare capital ¥10 millionDate of incorporation 26 April 2013
Net Sales¥585 million (fiscal year ending March 2026)
Operating profit¥34 million (fiscal year ending March 2026)
Net income for the current fiscal year¥27 million (fiscal year ending March 2026)
Net assets¥61 million (fiscal year ending March 2026)
Consideration and expenses
Acquisition priceTo be determined (the amount will be determined in the final agreement based on the results of due diligence and other factors, and will be announced once determined.)
Type of ConsiderationCash, the company's common shares or a combination thereof. The company is expected to determine the form of consideration; it has not been determined at this time.
Impact on Business Performance
The impact of the execution of this basic agreement on the company's consolidated results for the current fiscal year ending April 2027 is currently under review.
Procedures and assumptions
Valuation methodologyTo be determined in the final agreement following discussions based on the results of due diligence and other factors
Conditions Precedent to ExecutionCompletion of due diligence, approval by the company's board of directors for the execution of the final agreement, approval by Hanabee's shareholders' meeting for the transfer of shares, and other conditions.
Management structure after acquisitionFollowing execution, Yamamoto Hajime (山本元), Hanabee's representative director, is expected to continue managing the business, which will continue to be operated primarily by the current management team. The company will respect Hanabee's corporate culture and relationships of trust with its artists, and support the growth of the business while providing a management control structure appropriate for a listed company. The trade name and employee treatment are Not disclosed.
| Item | Details |
|---|---|
| Transaction name | Basic agreement for the acquisition of shares and conversion into a subsidiary |
| Counterparty name | Yamamoto Hajime (山本 元) |
| Name of the Subject Company | Hanabee Co., Ltd. |
| Business Description of the Subject Company | Discovering and developing emerging artists; producing and administering the publication of music; promotion and management; and operating live music venues and ticket sales services |
| Location of the Subject Company | Nakano-ku, Tokyo |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 26 April 2013 |
| Net Sales of the Subject Company | ¥585 million (fiscal year ending March 2026) |
| Operating Profit of the Subject Company | ¥34 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | ¥27 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥61 million (fiscal year ending March 2026) |
| Acquisition price | To be determined (the amount will be determined in the final agreement based on the results of due diligence and other factors, and will be announced once determined.) |
| Type of Consideration | Cash, the company's common shares or a combination thereof. The company is expected to determine the form of consideration; it has not been determined at this time. |
| Number of shares acquired | 102 shares (102 voting rights) |
| Voting rights ownership percentage | Before 0.0％ → after 51.0% (予定) |
| Impact on Business Performance | The impact of the execution of this basic agreement on the company's consolidated results for the current fiscal year ending April 2027 is currently under review. |
| Date of board resolution | 2 November 2026 |
| Contract Date | 2 November 2026 (this basic agreement) |
| Execution Date / Effective Date | To be determined (date of execution of the share acquisition. Will be announced once determined.) |
| Valuation methodology | To be determined in the final agreement following discussions based on the results of due diligence and other factors |
| Conditions Precedent to Execution | Completion of due diligence, approval by the company's board of directors for the execution of the final agreement, approval by Hanabee's shareholders' meeting for the transfer of shares, and other conditions. |
| Management structure after acquisition | Following execution, Yamamoto Hajime (山本元), Hanabee's representative director, is expected to continue managing the business, which will continue to be operated primarily by the current management team. The company will respect Hanabee's corporate culture and relationships of trust with its artists, and support the growth of the business while providing a management control structure appropriate for a listed company. The trade name and employee treatment are Not disclosed. |
Items this document does not state (10)
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)Independent 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.The purpose is to expand the group's business platform in music-related fields by combining Hanabee's functions, including discovering and developing emerging artists, producing music and holding live events, with the group's entertainment business. The initiative is also positioned as a growth measure in line with the medium-term management policy of “continuously executing M&A transactions.”
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