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M&A and Subsidiary Changes7063Birdman Inc.Information and Communications, Services and Others

(Update on Previously Disclosed Matter) Notice Regarding Partial Revision to the Schedule for the Acquisition of Shares in 株式会社マーベリック (Making It a Subsidiary)

Under the plan to acquire all shares of 株式会社マーベリック and make it a subsidiary, the schedule for matters including approval of the share exchange agreement and the effective date has been postponed from the original plan to August 2026. The schedule may be revised again depending on progress in raising funds.

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This transaction

This share acquisition (share exchange)
Counterparty (target company)株式会社マーベリック
Disclosing companyBirdman Inc.
Subject of this transactionNumber of shares acquired All shares (number of voting rights: Not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Consideration and expenses
Type of ConsiderationShares (share exchange)
Funding arrangementsA portion of the funds to be raised through the exercise of the ninth stock acquisition rights is expected to be allocated to the acquisition. Alternative financing methods are also being considered.
Procedures and assumptions
Conditions Precedent to ExecutionHolding of an extraordinary general meeting of shareholders to approve the share exchange agreement
Management structure after acquisition株式会社マーベリック is expected to become a subsidiary. Its corporate name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameThis share acquisition (share exchange)
Counterparty name株式会社マーベリック
Name of the Subject Company株式会社マーベリック
Type of ConsiderationShares (share exchange)
Number of shares acquiredAll shares (number of voting rights: Not disclosed)
Funding arrangementsA portion of the funds to be raised through the exercise of the ninth stock acquisition rights is expected to be allocated to the acquisition. Alternative financing methods are also being considered.
Date of board resolution26 March 2026
Contract Date26 March 2026
Execution Date / Effective DateLate August 2026 (予定)
Conditions Precedent to ExecutionHolding of an extraordinary general meeting of shareholders to approve the share exchange agreement
Management structure after acquisition株式会社マーベリック is expected to become a subsidiary. Its corporate name, representative and treatment of employees: not disclosed
Items this document does not state (21)
Business 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 CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceValuation 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.

The exercise of the ninth stock acquisition rights fell significantly short of the initial expectations, and the funds required for the share acquisition have not been secured as planned.

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.
(Update on Previously Disclosed Matter) Notice Regarding Partial Revision to the Schedule for the Acquisition of Shares in 株式会社マーベリック (Making It a Subsidiary) | Birdman Inc. (7063) timely disclosure | Komori