Komori
M&A and Subsidiary Changes5572Ridge-i Inc.Information and Communications, Services and Others

Notice Regarding the Execution of a Basic Agreement on the Transfer of Shares Resulting in a Change in a Consolidated Subsidiary

The Company has entered into a basic agreement to transfer all 710,000 shares it holds in its consolidated subsidiary, スターミュージック, to SBI Holdings, Inc. The transfer price and final execution terms will be determined in the future, and if the transaction is completed, the company is expected to be removed from the scope of consolidation.

Worth reading
61In 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
710000
Shares (number of shares transferred)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Share transfer
CounterpartySBI Holdings, Inc.
Disclosing companyRidge-i Inc.
株式会社スターミュージック・エンタテインメントSubject of this transactionNumber of shares acquired 710,000 shares (number of voting rights: 710,000), to be transferredVoting rights ownership percentage Before 66.98 → after -%
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Music business; social media marketing business

Location Shibuya, TokyoShare capital ¥31 millionDate of incorporation 1 April 2011
Net Sales¥1,966 million (fiscal year ended March 2025)
Operating profit¥186 million (fiscal year ended March 2025)
Net income for the current fiscal year¥136 million (fiscal year ended March 2025)
Net assets¥784 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceTo be determined in discussions toward the execution of the transfer agreement.
Impact on Business Performance

If the share transfer is completed and any matters requiring disclosure arise in the consolidated financial results for the fiscal year ending July 2026, the Company will promptly disclose them.

Procedures and assumptions
Conditions Precedent to ExecutionThe various terms and conditions for executing this transaction will be determined through future negotiations. The date of the extraordinary general meeting of shareholders is scheduled for 15 July 2026.
Management structure after acquisitionIf the share transfer is completed, スターミュージック is expected to be removed from the scope of consolidation. As a member of the SBI Group, スターミュージック is also expected to create business synergies with other group companies, use management resources more efficiently and strengthen its competitiveness. The corporate name, representative and treatment of employees: Not disclosed
This transaction
ItemDetails
Transaction nameShare transfer
Counterparty nameSBI Holdings, Inc.
Name of the Subject Company株式会社スターミュージック・エンタテインメント
Business Description of the Subject CompanyMusic business; social media marketing business
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥31 million
Date of Establishment of the Subject Company1 April 2011
Net Sales of the Subject Company¥1,966 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥186 million (fiscal year ended March 2025)
Net Income of the Subject Company¥136 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥784 million (fiscal year ended March 2025)
Acquisition priceTo be determined in discussions toward the execution of the transfer agreement.
Number of shares acquired710,000 shares (number of voting rights: 710,000), to be transferred
Voting rights ownership percentageBefore 66.98 → after -%
Impact on Business PerformanceIf the share transfer is completed and any matters requiring disclosure arise in the consolidated financial results for the fiscal year ending July 2026, the Company will promptly disclose them.
Date of board resolution30 March 2026
Contract Date15 May 2026 (scheduled)
Execution Date / Effective Date22 July 2026 (scheduled)
Conditions Precedent to ExecutionThe various terms and conditions for executing this transaction will be determined through future negotiations. The date of the extraordinary general meeting of shareholders is scheduled for 15 July 2026.
Management structure after acquisitionIf the share transfer is completed, スターミュージック is expected to be removed from the scope of consolidation. As a member of the SBI Group, スターミュージック is also expected to create business synergies with other group companies, use management resources more efficiently and strengthen its competitiveness. The corporate name, representative and treatment of employees: Not disclosed
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 amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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.

By combining スターミュージック with the SBI Group's business platform and management resources, the Company expects to generate business synergies and strengthen competitiveness. In addition, as the Company's custom AI solutions business is growing faster than expected, it intends to concentrate management resources, including management personnel and AI talent, on that business to improve capital efficiency and corporate value.

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.
Notice Regarding the Execution of a Basic Agreement on the Transfer of Shares Resulting in a Change in a Consolidated Subsidiary | Ridge-i Inc. (5572) timely disclosure | Komori