Komori
Occurring Fact7084Smile Holdings Inc.Information and Communications, Services and Others

Notice Regarding Borrowing of Funds

株式会社Smile Holdings resolved to borrow ¥16,772 million from MUFG Bank, Ltd. to fund the acquisition of shares in 株式会社WITHホールディングス, the refinancing of existing borrowings and related expenses. The borrowing will take the form of a bridge loan and is scheduled to be refinanced into long-term borrowings by 30 March 2027.

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Deterioration
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Scale
16772
¥ million
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Resolution to borrow funds (the borrowing described herein)

Subject Entity

株式会社Smile Holdings (the filing company)

Target Locations / Products

Funds for the acquisition of shares in 株式会社WITHホールディングス and the refinancing of its existing borrowings

Occurrence23 March 2026 (the date on which the Board of Directors resolved to undertake the borrowing)
This disclosure03/23/2026
Cause

Application of funds to the acquisition of shares in 株式会社WITHホールディングス, the refinancing of the target company's existing borrowings, and related expenses

Amount of Impact on Business Performance

The impact is under review. Non-operating expenses may be incurred.

Accounting period in which recognized

Fiscal year ending March 2026

Impact on Earnings Forecast

The borrowing may have a certain impact on consolidated results for the fiscal year ending March 2026. If the Company determines that a revision to its earnings forecast is necessary, it will make a prompt announcement.

Outlook

This borrowing is a temporary bridge loan and is scheduled to be refinanced by 30 March 2027, the maturity date, into long-term borrowings under a syndicated loan arranged by MUFG Bank, Ltd. (a permanent loan). Regardless of the status of the syndicated loan's formation, the Company has reached an agreement with MUFG Bank, Ltd. to receive financing for the full amount of this borrowing, ensuring the certainty of funding.

Planned follow-up disclosure

If the Company determines that a revision to the earnings forecast is necessary, it will disclose the matter promptly.

Event that occurred
ItemDetails
Event nameResolution to borrow funds (the borrowing described herein)
Date of occurrence23 March 2026 (the date on which the Board of Directors resolved to undertake the borrowing)
Subject Entity株式会社Smile Holdings (the filing company)
Target Locations / ProductsFunds for the acquisition of shares in 株式会社WITHホールディングス and the refinancing of its existing borrowings
CauseApplication of funds to the acquisition of shares in 株式会社WITHホールディングス, the refinancing of the target company's existing borrowings, and related expenses
Amount of Impact on Business PerformanceThe impact is under review. Non-operating expenses may be incurred.
Accounting period in which recognizedFiscal year ending March 2026
Impact on Earnings ForecastThe borrowing may have a certain impact on consolidated results for the fiscal year ending March 2026. If the Company determines that a revision to its earnings forecast is necessary, it will make a prompt announcement.
OutlookThis borrowing is a temporary bridge loan and is scheduled to be refinanced by 30 March 2027, the maturity date, into long-term borrowings under a syndicated loan arranged by MUFG Bank, Ltd. (a permanent loan). Regardless of the status of the syndicated loan's formation, the Company has reached an agreement with MUFG Bank, Ltd. to receive financing for the full amount of this borrowing, ensuring the certainty of funding.
Planned follow-up disclosureIf the Company determines that a revision to the earnings forecast is necessary, it will disclose the matter promptly.
Items this document does not state (15)
Date recognized / date notice receivedType of litigation or proceedingCourt or authorityPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateInvestigation structureMeasures to prevent recurrenceDirectors' and officers' liabilityVoting rights ownership percentage before the changeVoting rights ownership percentage after the change

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.

To fund the acquisition of shares in 株式会社WITHホールディングス, the refinancing of the target company's existing borrowings, and related expenses.

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 Borrowing of Funds | Smile Holdings Inc. (7084) timely disclosure | Komori