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M&A and Subsidiary Changes7049SHIKIGAKU.Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Acquisition of Shares in storyteller Co., Ltd. by a Consolidated Subsidiary (Making It a Sub-subsidiary)

The Company has decided to acquire 100% of the issued shares of 株式会社storyteller through its wholly owned subsidiary, making storyteller a second-tier subsidiary. Following the acquisition, storyteller will become a consolidated subsidiary, and the Company aims to improve organizational capabilities and profitability by introducing the Shikigaku management methodology.

Worth reading
60In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
567500000
Japanese yen (approximate total)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares (making the company an indirect subsidiary)
CounterpartyShinbori Kentaro (新堀健太郎)
Disclosing companySHIKIGAKU.Co.,Ltd.
storyteller Co., Ltd.Voting rights ownership percentageNumber of shares acquired 166 shares (number of voting rights: 166)

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

Operation of handmade accessory retail stores, and planning and sale of miscellaneous goods through collaborations with well-known characters and companies

Location Komae, TokyoShare capital ¥50 millionDate of incorporation 12 April 2013
Net Sales¥906.54 million (fiscal year ended March 2025)
Operating profit¥765 thousand (fiscal year ended March 2025)
Net income for the current fiscal year¥1.517 million (fiscal year ended March 2025)
Net assets¥344.804 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceCommon shares: ¥522.5 million
Expenses other than the acquisition priceAdvisory fees (approximate): ¥45 million
Type of ConsiderationCash
Funding arrangementsThe Company plans to fund the acquisition partly with its own funds and partly through borrowings from financial institutions.
Impact on Business Performance

The impact of this transaction on the Company's consolidated results and financial position for the fiscal year ending February 2027 is currently under review. The Company plans to promptly disclose the impact once its assessment is complete and disclosure becomes possible.

Procedures and assumptions
Valuation methodologyDetermined through discussions between the parties, taking reasonable account of the results of legal and financial due diligence and other factors.
Management structure after acquisitionFollowing the acquisition, the target company will become a consolidated subsidiary of the Company. The Company will introduce the Shikigaku management methodology at the target company and apply the organizational development expertise of the Shikigaku Group to PMI. The trade name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares (making the company an indirect subsidiary)
Counterparty nameShinbori Kentaro (新堀健太郎)
Name of the Subject Companystoryteller Co., Ltd.
Business Description of the Subject CompanyOperation of handmade accessory retail stores, and planning and sale of miscellaneous goods through collaborations with well-known characters and companies
Location of the Subject CompanyKomae, Tokyo
Capital Stock of the Subject Company¥50 million
Date of Establishment of the Subject Company12 April 2013
Net Sales of the Subject Company¥906.54 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥765 thousand (fiscal year ended March 2025)
Net Income of the Subject Company¥1.517 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥344.804 million (fiscal year ended March 2025)
Acquisition priceCommon shares: ¥522.5 million
Expenses other than the acquisition priceAdvisory fees (approximate): ¥45 million
Type of ConsiderationCash
Number of shares acquired166 shares (number of voting rights: 166)
Voting rights ownership percentageBefore 0% → after 100.0%
Funding arrangementsThe Company plans to fund the acquisition partly with its own funds and partly through borrowings from financial institutions.
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results and financial position for the fiscal year ending February 2027 is currently under review. The Company plans to promptly disclose the impact once its assessment is complete and disclosure becomes possible.
Contract Date13 May 2026
Execution Date / Effective Date12 June 2026 (scheduled)
Valuation methodologyDetermined through discussions between the parties, taking reasonable account of the results of legal and financial due diligence and other factors.
Management structure after acquisitionFollowing the acquisition, the target company will become a consolidated subsidiary of the Company. The Company will introduce the Shikigaku management methodology at the target company and apply the organizational development expertise of the Shikigaku Group to PMI. The trade name, representative and treatment of employees: not disclosed
Items this document does not state (10)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Date of board resolutionIndependent 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 positions long-term M&A as a growth engine and will acquire storyteller as the first transaction under this strategy. storyteller has strengths in operating handmade accessory retail stores and planning and selling miscellaneous goods through collaborations with well-known characters and companies. The Company will introduce the Shikigaku management methodology at the target company to improve its corporate value, organizational capabilities and profitability over the medium to long term, thereby contributing to consolidated results and the enhancement of corporate value across the Group.

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 Acquisition of Shares in storyteller Co., Ltd. by a Consolidated Subsidiary (Making It a Sub-subsidiary) | SHIKIGAKU.Co.,Ltd. (7049) timely disclosure | Komori