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M&A and Subsidiary Changes6862MINATO HOLDINGS INC.Electrical Equipment and Precision Instruments

Notice Regarding the Acquisition of Shares in 株式会社ピーディック (Making It a Subsidiary)

ミナトホールディングス has resolved to acquire all 600 shares of 株式会社ピーディック and make the company a wholly owned subsidiary. Following the acquisition, 株式会社ピーディック's financial position is expected to be consolidated, and its profit and loss is expected to be included in the consolidated results from the second quarter of the fiscal year ending March 2027.

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This transaction

Acquisition of shares in this transaction
Disclosing companyMINATO HOLDINGS INC.
株式会社ピーディックVoting rights ownership percentageNumber of shares acquired 600 shares (600 voting rights)

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

Planning and production of computer graphics video content Planning and production of TV programs, commercials and event video content Planning and operation of events and concerts, and video transmission services Web system development, website planning, design and production Consulting and marketing services for digital broadcasting and data broadcasting

Location Chuo-ku, TokyoShare capital ¥30 millionDate of incorporation 31 January 2000
Net Sales¥177 million (fiscal year ended September 2025)
Operating profit¥12 million (fiscal year ended September 2025)
Net income for the current fiscal year¥22 million (fiscal year ended September 2025)
Net assets¥47 million (fiscal year ended September 2025)
Consideration and expenses
Acquisition priceNot disclosed at the request of the counterparty.
Impact on Business Performance

The financial position of 株式会社ピーディック is expected to be reflected in the Company's consolidated balance sheet as of the end of the first quarter of the fiscal year ending March 2027, and its profit and loss is expected to be included from the second quarter. The Company's earnings forecast for the fiscal year ending March 2027 will be disclosed in the financial results summary for the fiscal year ended March 2026, scheduled to be released on 12 May 2026.

Procedures and assumptions
Valuation methodologyDetermined by calculating a fair and reasonable price through consultation between the parties
Management structure after acquisitionEffective 28 April 2026, the company is scheduled to adopt a new management structure comprising Yoshino Tsuyoshi (伊藤毅) as Representative Director and President, Nakakoji Akira (中小路章), Miura Masahiko (三浦正彦) and Nagai Akio (永井亮雄) as Directors, and Iwakiri Katsumi (岩切勝美) as Audit & Supervisory Board Member. The appointments of the Directors and Audit & Supervisory Board Member are scheduled to be decided at 株式会社ピーディック's extraordinary general meeting of shareholders to be held on the same date and at the Board of Directors meeting to be held after that meeting.
This transaction
ItemDetails
Transaction nameAcquisition of shares in this transaction
Name of the Subject Company株式会社ピーディック
Business Description of the Subject CompanyPlanning and production of computer graphics video content Planning and production of TV programs, commercials and event video content Planning and operation of events and concerts, and video transmission services Web system development, website planning, design and production Consulting and marketing services for digital broadcasting and data broadcasting
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥30 million
Date of Establishment of the Subject Company31 January 2000
Net Sales of the Subject Company¥177 million (fiscal year ended September 2025)
Operating Profit of the Subject Company¥12 million (fiscal year ended September 2025)
Net Income of the Subject Company¥22 million (fiscal year ended September 2025)
Net Assets of the Subject Company¥47 million (fiscal year ended September 2025)
Acquisition priceNot disclosed at the request of the counterparty.
Number of shares acquired600 shares (600 voting rights)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe financial position of 株式会社ピーディック is expected to be reflected in the Company's consolidated balance sheet as of the end of the first quarter of the fiscal year ending March 2027, and its profit and loss is expected to be included from the second quarter. The Company's earnings forecast for the fiscal year ending March 2027 will be disclosed in the financial results summary for the fiscal year ended March 2026, scheduled to be released on 12 May 2026.
Date of board resolution24 April 2026
Contract Date24 April 2026
Execution Date / Effective Date28 April 2026 (scheduled)
Valuation methodologyDetermined by calculating a fair and reasonable price through consultation between the parties
Management structure after acquisitionEffective 28 April 2026, the company is scheduled to adopt a new management structure comprising Yoshino Tsuyoshi (伊藤毅) as Representative Director and President, Nakakoji Akira (中小路章), Miura Masahiko (三浦正彦) and Nagai Akio (永井亮雄) as Directors, and Iwakiri Katsumi (岩切勝美) as Audit & Supervisory Board Member. The appointments of the Directors and Audit & Supervisory Board Member are scheduled to be decided at 株式会社ピーディック's extraordinary general meeting of shareholders to be held on the same date and at the Board of Directors meeting to be held after that meeting.
Items this document does not state (13)
Counterparty nameExpenses 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)Independent 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.

The acquisition is intended to strengthen the Group's ability to propose solutions addressing customers' marketing needs by leveraging 株式会社ピーディック's advanced 3DCG and digital content production capabilities, and to promote collaboration with the Group's digital signage, social media marketing and content businesses, thereby contributing to the sustainable growth of both parties and enhancing corporate value.

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Notice Regarding the Acquisition of Shares in 株式会社ピーディック (Making It a Subsidiary) | MINATO HOLDINGS INC. (6862) timely disclosure | Komori