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M&A and Subsidiary Changes7082Jimoty,Inc.Information and Communications, Services and Others

Notice Regarding the Commencement by カルチュア・コンビニエンス・クラブ株式会社 of a Tender Offer for the Shares and Other Securities of Jimoty,Inc. (Securities Code: 7082)

Culture Convenience Club Co., Ltd. has decided to commence a tender offer for Jimoty,Inc.'s shares and stock acquisition rights. Following completion of the tender offer, the plan is to make Jimoty,Inc. a wholly owned subsidiary through a squeeze-out, then transfer some of the shares to Jimoty,Inc. President Kato Takahiro (加藤貴博), ultimately making Jimoty,Inc. a consolidated subsidiary.

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This transaction

The Transaction (the Tender Offer)
CounterpartyKato Takahiro (加藤貴博), NTT DOCOMO, INC., PROTO CORPORATION
Disclosing companyJimoty,Inc.
Jimoty,Inc.Subject of this transactionNumber of shares acquired The number of common shares planned to be acquired is 9,839,972. The number of voting rights corresponding to the reference number of shares is 98,399.Voting rights ownership percentage Before The tender offeror's voting rights ownership percentage before the change is Not disclosed. For reference: Kato Takahiro (加藤貴博), 10.36%; NTT DOCOMO, INC., 18.76%; PROTO CORPORATION, 12.39% → after Jimoty,Inc. is ultimately planned to become a consolidated subsidiary, but the tender offeror's voting rights ownership percentage after the change is Not disclosed
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Type of ConsiderationCash
Tender offer priceCommon shares: ¥1,420 per share; stock acquisition rights: ¥63,000 per right
Minimum number of shares to be purchased6,560,000 shares
Tender offer period18 May 2026 (Monday) to 29 June 2026 (Monday) (31 business days)
Procedures and assumptions
Conditions Precedent to ExecutionCompletion of the Tender Offer, completion of the process to make the target company a wholly owned subsidiary through the squeeze-out procedure, and approval by the Prime Minister of the application to suspend the target company's obligation to file securities reports
Management structure after acquisitionFollowing the acquisition of Jimoty,Inc. as a wholly owned subsidiary, some of the target company's shares will be transferred to Kato Takahiro (加藤貴博), and Kato Takahiro (加藤貴博) is expected to remain involved with the target company after it is taken private. The corporate name, representative, and treatment of employees are Not disclosed
This transaction
ItemDetails
Transaction nameThe Transaction (the Tender Offer)
Counterparty nameKato Takahiro (加藤貴博), NTT DOCOMO, INC., PROTO CORPORATION
Name of the Subject CompanyJimoty,Inc.
Type of ConsiderationCash
Tender offer priceCommon shares: ¥1,420 per share; stock acquisition rights: ¥63,000 per right
Minimum number of shares to be purchased6,560,000 shares
Tender offer period18 May 2026 (Monday) to 29 June 2026 (Monday) (31 business days)
Number of shares acquiredThe number of common shares planned to be acquired is 9,839,972. The number of voting rights corresponding to the reference number of shares is 98,399.
Voting rights ownership percentageBefore The tender offeror's voting rights ownership percentage before the change is Not disclosed. For reference: Kato Takahiro (加藤貴博), 10.36%; NTT DOCOMO, INC., 18.76%; PROTO CORPORATION, 12.39% → after Jimoty,Inc. is ultimately planned to become a consolidated subsidiary, but the tender offeror's voting rights ownership percentage after the change is Not disclosed
Date of board resolution15 May 2026
Contract Date15 May 2026
Execution Date / Effective DateSettlement is scheduled to commence on 6 July 2026 (Monday). This share transfer is scheduled to be carried out subject to certain conditions, but the specific execution date is Not disclosed
Conditions Precedent to ExecutionCompletion of the Tender Offer, completion of the process to make the target company a wholly owned subsidiary through the squeeze-out procedure, and approval by the Prime Minister of the application to suspend the target company's obligation to file securities reports
Management structure after acquisitionFollowing the acquisition of Jimoty,Inc. as a wholly owned subsidiary, some of the target company's shares will be transferred to Kato Takahiro (加藤貴博), and Kato Takahiro (加藤貴博) is expected to remain involved with the target company after it is taken private. The corporate name, representative, and treatment of employees are Not disclosed
Items this document does not state (18)
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 ratioFunding arrangementsGoodwill 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 purpose is ultimately to make Jimoty,Inc. a consolidated subsidiary of the tender offeror through the transfer of some shares to Kato Takahiro (加藤貴博), following the acquisition of Jimoty,Inc. as a wholly owned subsidiary through the tender offer and a squeeze-out.

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Notice Regarding the Commencement by カルチュア・コンビニエンス・クラブ株式会社 of a Tender Offer for the Shares and Other Securities of Jimoty,Inc. (Securities Code: 7082) | Jimoty,Inc. (7082) timely disclosure | Komori