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M&A and Subsidiary Changes4436MINKABU THE INFONOID,Inc.Information and Communications, Services and Others

Notice Regarding the Transfer of Shares Involving a Change in a Consolidated Subsidiary (Progress of Disclosed Matter)

The Company’s Board of Directors resolved to transfer all shares of its wholly owned subsidiary, 株式会社ライブドア, to SBI Group and entered into a basic agreement on the share transfer. The planned transfer price is ¥7.5 billion, and completion is scheduled for late December 2026.

Worth reading
59In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
75
¥100 million (planned transfer price)
Wording
Conditional
How definitive the wording is.

This transaction

This transfer of shares in 株式会社ライブドア
CounterpartySBI Group (the specific counterparty is currently being finalized)
Disclosing companyMINKABU THE INFONOID,Inc.
株式会社ライブドアVoting rights ownership percentageNumber of shares acquired 1,099 shares (number of voting rights: 1,099)

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

Integrated internet media business

Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation 7 October 2022
Net Sales¥4,665 million (fiscal year ended March 2026)
Operating profit¥402 million (fiscal year ended March 2026)
Net income for the current fiscal year¥449 million (fiscal year ended March 2026)
Net assets¥443 million (fiscal year ended March 2026)
Consideration and expenses
Acquisition price¥7.5 billion (planned)
Amount of extraordinary income (loss)See the separate disclosure regarding the recognition of an extraordinary gain. The amount and quarter of recognition are not disclosed in this document.
Impact on Business Performance

Because 株式会社ライブドア accounts for approximately half of consolidated net sales, the Company expects consolidated net sales and profit to decline temporarily. For the impact on consolidated results for the full fiscal year ending March 2027, see the separately disclosed notice titled “Notice Regarding Revisions to Full-Year Consolidated Earnings Forecasts and Recognition of an Extraordinary Gain.”

Procedures and assumptions
Conditions Precedent to ExecutionApproval by the Company’s shareholders meeting
This transaction
ItemDetails
Transaction nameThis transfer of shares in 株式会社ライブドア
Counterparty nameSBI Group (the specific counterparty is currently being finalized)
Name of the Subject Company株式会社ライブドア
Business Description of the Subject CompanyIntegrated internet media business
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject Company7 October 2022
Net Sales of the Subject Company¥4,665 million (fiscal year ended March 2026)
Operating Profit of the Subject Company¥402 million (fiscal year ended March 2026)
Net Income of the Subject Company¥449 million (fiscal year ended March 2026)
Net Assets of the Subject Company¥443 million (fiscal year ended March 2026)
Acquisition price¥7.5 billion (planned)
Number of shares acquired1,099 shares (number of voting rights: 1,099)
Voting rights ownership percentageBefore 100% → after 0%
Amount of extraordinary income (loss)See the separate disclosure regarding the recognition of an extraordinary gain. The amount and quarter of recognition are not disclosed in this document.
Impact on Business PerformanceBecause 株式会社ライブドア accounts for approximately half of consolidated net sales, the Company expects consolidated net sales and profit to decline temporarily. For the impact on consolidated results for the full fiscal year ending March 2027, see the separately disclosed notice titled “Notice Regarding Revisions to Full-Year Consolidated Earnings Forecasts and Recognition of an Extraordinary Gain.”
Date of board resolution17 September 2026
Contract DateBasic agreement on the share transfer: 17 September 2026. Share transfer agreement: mid-November 2026 (planned)
Execution Date / Effective DateLate December 2026 (planned)
Conditions Precedent to ExecutionApproval by the Company’s shareholders meeting
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 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.

For 株式会社ライブドア, the aim is to drive growth and maximize business value by leveraging SBI Group’s customer base, financial assets and investment capacity. The Company will meanwhile reduce interest-bearing debt, improve its financial position and concentrate management resources on its financial information solutions business. In addition, through collaboration with NTT DATA and SBI Group, the Company will promote the planning, development and demonstration of joint services and their rollout to financial institutions, thereby enhancing profitability and cash flow generation capacity.

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Notice Regarding the Transfer of Shares Involving a Change in a Consolidated Subsidiary (Progress of Disclosed Matter) | MINKABU THE INFONOID,Inc. (4436) timely disclosure | Komori