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M&A and Subsidiary Changes8473SBI Holdings,Inc.Financials (excluding banks)

Notice Regarding the Execution of a Basic Agreement for the Acquisition of Shares in 株式会社スターミュージック・エンタテインメント (Making It a Subsidiary)

SBI Holdings has decided to enter into a basic agreement to acquire all 710,000 shares of スターミュージック・エンタテインメント held by Ridge-i, Inc., making the company a consolidated subsidiary. The acquisition price, execution of the definitive agreement and completion of the share acquisition will be determined through future discussions.

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This transaction

Acquisition of shares and conversion into a subsidiary
CounterpartyRidge-i
Disclosing companySBI Holdings,Inc.
株式会社スターミュージック・エンタテインメントVoting rights ownership percentageNumber of shares acquired 710,000 shares (number of voting rights: 710,000)

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

Music business; social media marketing business

Location Shibuya, TokyoShare capital ¥31 millionDate of incorporation 1 April 2011
Net Sales¥1,966 million (fiscal year ended March 2025)
Operating profit¥186 million (fiscal year ended March 2025)
Net income for the current fiscal year¥136 million (fiscal year ended March 2025)
Net assets¥784 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceTo be determined through discussions toward the execution of the acquisition agreement.
Impact on Business Performance

The impact on our consolidated results for the fiscal year ending March 2027 is expected to be minor.

Procedures and assumptions
Conditions Precedent to ExecutionThe conditions for completion of the transaction will be determined through future negotiations.
Management structure after acquisitionスターミュージック is expected to become our consolidated subsidiary. Change of corporate name, representative and treatment of employees: not disclosed
This transaction
ItemDetails
Transaction nameAcquisition of shares and conversion into a subsidiary
Counterparty nameRidge-i
Name of the Subject Company株式会社スターミュージック・エンタテインメント
Business Description of the Subject CompanyMusic business; social media marketing business
Location of the Subject CompanyShibuya, Tokyo
Capital Stock of the Subject Company¥31 million
Date of Establishment of the Subject Company1 April 2011
Net Sales of the Subject Company¥1,966 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥186 million (fiscal year ended March 2025)
Net Income of the Subject Company¥136 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥784 million (fiscal year ended March 2025)
Acquisition priceTo be determined through discussions toward the execution of the acquisition agreement.
Number of shares acquired710,000 shares (number of voting rights: 710,000)
Voting rights ownership percentageBefore 0% → after 66.98%
Impact on Business PerformanceThe impact on our consolidated results for the fiscal year ending March 2027 is expected to be minor.
Contract DateBasic agreement: 30 March 2026; acquisition agreement: 15 May 2026 (scheduled)
Execution Date / Effective Date22 July 2026 (scheduled)
Conditions Precedent to ExecutionThe conditions for completion of the transaction will be determined through future negotiations.
Management structure after acquisitionスターミュージック is expected to become our consolidated subsidiary. Change of corporate name, representative and treatment of employees: not disclosed
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation 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.

Making スターミュージック・エンタテインメント a consolidated subsidiary is expected to generate business synergies with companies across the SBI Group, enable more efficient use of management resources and strengthen competitiveness. Ridge-i also intends to focus its management resources on its custom AI solutions business and improve capital efficiency and corporate value.

How to read this page

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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 Execution of a Basic Agreement for the Acquisition of Shares in 株式会社スターミュージック・エンタテインメント (Making It a Subsidiary) | SBI Holdings,Inc. (8473) timely disclosure | Komori