(Change to Disclosed Information) Notice Regarding a Change in the Transfer Price for the Acquisition of Shares in Crea Co., Ltd. (Making It a Subsidiary) | LIBERTA CO.,LTD. (4935) timely disclosure

Worth reading

37Immaterial

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Direction

Improvement

Direction inferred from the company’s description.

Scale

-195

¥ million

Wording

Definitive

How definitive the wording is.

This transaction

Acquisition of shares in 株式会社クレア to make it a subsidiary

Disclosing companyLIBERTA CO.,LTD.

株式会社クレアVoting rights ownership percentageNumber of shares acquired 1,000 shares (number of voting rights: 1,000)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Consideration and expenses

Acquisition priceBefore change: ¥841 million; after change: ¥646 million

Expenses other than the acquisition priceAdvisory fees and other expenses (estimated): ¥49 million

Goodwill amountDecrease in goodwill amortization expense: ¥29 million (total goodwill and amortization period: Not disclosed)

Goodwill is the amount paid in excess of the acquired company's net assets.

Impact on Business Performance

Impact on the Company's consolidated results for the fiscal year ending December 2026: a ¥29 million decrease in goodwill amortization expense

This transaction
Item	Details
Transaction name	Acquisition of shares in 株式会社クレア to make it a subsidiary
Name of the Subject Company	株式会社クレア
Acquisition price	Before change: ¥841 million; after change: ¥646 million
Expenses other than the acquisition price	Advisory fees and other expenses (estimated): ¥49 million
Number of shares acquired	1,000 shares (number of voting rights: 1,000)
Voting rights ownership percentage	Before ―％ → after 100％
Goodwill amount	Decrease in goodwill amortization expense: ¥29 million (total goodwill and amortization period: Not disclosed)
Impact on Business Performance	Impact on the Company's consolidated results for the fiscal year ending December 2026: a ¥29 million decrease in goodwill amortization expense

Items this document does not state (24)

Counterparty nameBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital 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 CompanyType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Date of board resolutionContract DateExecution Date / Effective DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement 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.

During due diligence conducted after the share transfer agreement was executed, discrepancies were identified in the new product plan for the current fiscal year that had been submitted. The company therefore discussed the matter with the seller under the share transfer agreement and agreed to adjust the acquisition price. The payment is stated to have been received on 2 October 2026.

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