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M&A and Subsidiary Changes7044PIALA INC.Information and Communications, Services and Others

Notice Regarding the Establishment of a Subsidiary

The Company has resolved to establish a new company, 株式会社A Better Case, which will be responsible for the brand communications business, with the Company contributing 70.0% of the capital. The company is scheduled to be established and commence operations on 13 May 2026.

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This transaction

Establishment of Subsidiaries
CounterpartyNagashima Taiyo (長嶋 太陽), Oda Yuta (小田 雄太), Hara Shingo (原 慎吾)
Disclosing companyPIALA INC.
株式会社A Better CaseVoting rights ownership percentage

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.

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

1. Planning, development, production and consulting services related to advertising, promotion, sales promotion and marketing 2. Recruitment, placement, dispatch, outsourcing and management services for creative directors, art directors, sales directors and other specialized personnel 3. Advertising agency services and comprehensive marketing support services 4. Planning, development and implementation support for brand strategies, communications strategies and business strategies 5. Production of video, graphic, website, application, digital content and other creative materials 6. Planning, operation and support services for social media management, influencer marketing, public relations and corporate communications 7. Planning, production and operation of workshops, seminars, training programs, lectures and events 8. Management, sales and marketing consulting services for companies and individuals 9. Production, project management and direction services for various projects 10. Acquisition, management and utilization of intellectual property rights 11. All businesses incidental or related to the preceding items

Location Shibuya, TokyoShare capital ¥3 millionDate of incorporation 13 May 2026 (予定)
Impact on Business Performance

The impact of this matter on the Company's consolidated results for the fiscal year ending December 2026 is expected to be minor. If the need for timely disclosure arises in the future, the Company will promptly disclose the relevant information.

Procedures and assumptions
Management structure after acquisitionAt the new company, Nagashima Taiyo (長嶋 太陽), Oda Yuta (小田 雄太) and Hara Shingo (原 慎吾) are scheduled to assume office as representative directors. The company plans to establish a structure that integrates the three individuals' expertise to provide comprehensive services ranging from upstream brand design and creative development to integrated communications design centered on social media and implementation support for business growth.
This transaction
ItemDetails
Transaction nameEstablishment of Subsidiaries
Counterparty nameNagashima Taiyo (長嶋 太陽), Oda Yuta (小田 雄太), Hara Shingo (原 慎吾)
Name of the Subject Company株式会社A Better Case
Business Description of the Subject Company1. Planning, development, production and consulting services related to advertising, promotion, sales promotion and marketing 2. Recruitment, placement, dispatch, outsourcing and management services for creative directors, art directors, sales directors and other specialized personnel 3. Advertising agency services and comprehensive marketing support services 4. Planning, development and implementation support for brand strategies, communications strategies and business strategies 5. Production of video, graphic, website, application, digital content and other creative materials 6. Planning, operation and support services for social media management, influencer marketing, public relations and corporate communications 7. Planning, production and operation of workshops, seminars, training programs, lectures and events 8. Management, sales and marketing consulting services for companies and individuals 9. Production, project management and direction services for various projects 10. Acquisition, management and utilization of intellectual property rights 11. All businesses incidental or related to the preceding items
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥3 million
Date of Establishment of the Subject Company13 May 2026 (予定)
Voting rights ownership percentageAfter 70.0% (before not disclosed)
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results for the fiscal year ending December 2026 is expected to be minor. If the need for timely disclosure arises in the future, the Company will promptly disclose the relevant information.
Date of board resolution28 April 2026
Execution Date / Effective Date13 May 2026 (予定)
Management structure after acquisitionAt the new company, Nagashima Taiyo (長嶋 太陽), Oda Yuta (小田 雄太) and Hara Shingo (原 慎吾) are scheduled to assume office as representative directors. The company plans to establish a structure that integrates the three individuals' expertise to provide comprehensive services ranging from upstream brand design and creative development to integrated communications design centered on social media and implementation support for business growth.
Items this document does not state (20)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation 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.

The Company will establish a specialized subsidiary focused on brand communications in order to strengthen its creative and brand co-creation capabilities. It also plans to expand the value provided to existing customers, develop new customer segments, and identify and train the next generation of creative talent.

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Notice Regarding the Establishment of a Subsidiary | PIALA INC. (7044) timely disclosure | Komori