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M&A and Subsidiary Changes7359Tokyo Communications Group,Inc.Information and Communications, Services and Others

Notice Regarding the Acquisition of the Business Relating to "WHITE SCORPION"

T-PRO, a consolidated subsidiary, acquired from 株式会社オーバース the business related to the idol group “WHITE SCORPION.” T-PRO acquired the rights to the group’s affiliation, management, master recordings, likenesses, events and merchandising, and will transition to a structure under which it manages the group directly.

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This transaction

Business Acquisition
Counterparty株式会社オーバース
Disclosing companyTokyo Communications Group,Inc.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

The business conducted by 株式会社オーバース in connection with “WHITE SCORPION,” an artist group operated and managed by the company

Net SalesNot disclosed at the counterparty’s request
Operating profitNot disclosed at the counterparty’s request
Net income for the current fiscal yearNot disclosed at the counterparty’s request
Net assetsNot disclosed at the counterparty’s request
Consideration and expenses
Acquisition priceNot disclosed at the request of the counterparty; however, the acquisition price is immaterial in amount.
Type of ConsiderationCash settlement
Goodwill amountThe allocation of the acquisition cost and the amortization periods for goodwill and intangible assets are currently under review.
Goodwill is the amount paid in excess of the acquired company's net assets.
Impact on Business Performance

The impact of this matter on the company's performance is minor.

Procedures and assumptions
Management structure after acquisitionEffective 1 July 2026, each member of WHITE SCORPION will become an artist affiliated with T-PRO, a consolidated subsidiary. The Company will transition from indirect involvement to a direct management structure.
This transaction
ItemDetails
Transaction nameBusiness Acquisition
Counterparty name株式会社オーバース
Business Description of the Subject CompanyThe business conducted by 株式会社オーバース in connection with “WHITE SCORPION,” an artist group operated and managed by the company
Net Sales of the Subject CompanyNot disclosed at the counterparty’s request
Operating Profit of the Subject CompanyNot disclosed at the counterparty’s request
Net Income of the Subject CompanyNot disclosed at the counterparty’s request
Net Assets of the Subject CompanyNot disclosed at the counterparty’s request
Acquisition priceNot disclosed at the request of the counterparty; however, the acquisition price is immaterial in amount.
Type of ConsiderationCash settlement
Goodwill amountThe allocation of the acquisition cost and the amortization periods for goodwill and intangible assets are currently under review.
Impact on Business PerformanceThe impact of this matter on the company's performance is minor.
Date of board resolution11 June 2026
Contract Date30 June 2026
Execution Date / Effective Date1 July 2026
Management structure after acquisitionEffective 1 July 2026, each member of WHITE SCORPION will become an artist affiliated with T-PRO, a consolidated subsidiary. The Company will transition from indirect involvement to a direct management structure.
Items this document does not state (17)
Name of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsAmount of extraordinary income (loss)Valuation 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.

To accelerate growth and improve profitability in the fan business. The Company aims to enhance corporate value over the medium to long term by transitioning to direct management, utilizing its media development capabilities and expertise in the digital domain, and expanding its fan base and revenue opportunities.

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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 the Business Relating to "WHITE SCORPION" | Tokyo Communications Group,Inc. (7359) timely disclosure | Komori