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M&A and Subsidiary Changes4424Amazia,inc.Information and Communications, Services and Others

Notice Regarding the Change in a Non-Consolidated Subsidiary (Share Transfer) and Recognition of Extraordinary Gain

The Company will transfer all 500 shares of its unconsolidated subsidiary WithLinks to 株式会社めちゃコミック, reducing its ownership interest from 90.9% to 0.0%. In connection with this transfer, the Company expects to recognize a ¥91 million gain on the sale of shares in an affiliated company and an ¥8 million reversal of the allowance for doubtful accounts related to WithLinks as extraordinary income for the fiscal year ending September 2026.

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This transaction

This share transfer
Counterparty株式会社めちゃコミック
Disclosing companyAmazia,inc.
株式会社 WithLinksVoting rights ownership percentageNumber of shares acquired 500 shares (90.9% voting rights ownership)

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.White points represent dates designated as scheduled dates in the document.
Target company

Content production business (Webtoon and manga)

Location Shibuya, TokyoShare capital ¥15 millionDate of incorporation 10 June 2022
Net Sales¥53 million (fiscal year ended September 2025)
Operating profitOperating loss of ¥12 million (fiscal year ended September 2025)
Net income for the current fiscal yearNet loss of ¥13 million (fiscal year ended September 2025)
Net assetsNegative net assets of ¥21 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNot disclosed due to confidentiality obligations between the parties.
Amount of extraordinary income (loss)The Company expects to recognize a ¥91 million gain on the sale of shares in an affiliated company and an ¥8 million reversal of the allowance for doubtful accounts related to loans to WithLinks as extraordinary income in its consolidated and non-consolidated financial results for the fiscal year ending September 2026.
Impact on Business Performance

The Company expects to recognize extraordinary income in its consolidated and non-consolidated financial results for the fiscal year ending September 2026. Any revision to its full-year earnings forecast will be disclosed separately.

Procedures and assumptions
Management structure after acquisitionThe business will be operated under 株式会社めちゃコミック.
This transaction
ItemDetails
Transaction nameThis share transfer
Counterparty name株式会社めちゃコミック
Name of the Subject Company株式会社 WithLinks
Business Description of the Subject CompanyContent production business (Webtoon and manga)
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥15 million
Date of Establishment of the Subject Company10 June 2022
Net Sales of the Subject Company¥53 million (fiscal year ended September 2025)
Operating Profit of the Subject CompanyOperating loss of ¥12 million (fiscal year ended September 2025)
Net Income of the Subject CompanyNet loss of ¥13 million (fiscal year ended September 2025)
Net Assets of the Subject CompanyNegative net assets of ¥21 million (fiscal year ended September 2025)
Acquisition priceNot disclosed due to confidentiality obligations between the parties.
Number of shares acquired500 shares (90.9% voting rights ownership)
Voting rights ownership percentageBefore 90.9% → after 0.0%
Amount of extraordinary income (loss)The Company expects to recognize a ¥91 million gain on the sale of shares in an affiliated company and an ¥8 million reversal of the allowance for doubtful accounts related to loans to WithLinks as extraordinary income in its consolidated and non-consolidated financial results for the fiscal year ending September 2026.
Impact on Business PerformanceThe Company expects to recognize extraordinary income in its consolidated and non-consolidated financial results for the fiscal year ending September 2026. Any revision to its full-year earnings forecast will be disclosed separately.
Date of board resolution25 August 2026
Contract Date25 August 2026
Execution Date / Effective Date30 September 2026 (予定)
Management structure after acquisitionThe business will be operated under 株式会社めちゃコミック.
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation 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.

Following a review of its business portfolio aimed at optimizing the management resources of the Group as a whole and achieving further growth in each business, the Company determined that operating WithLinks under 株式会社めちゃコミック, its principal sales partner, would be highly effective in enabling WithLinks to achieve further growth and maximizing the value of both companies' businesses.

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Notice Regarding the Change in a Non-Consolidated Subsidiary (Share Transfer) and Recognition of Extraordinary Gain | Amazia,inc. (4424) timely disclosure | Komori