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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 all shares of Livedoor Co., Ltd.

SBI Group has entered into a basic agreement to acquire all shares of 株式会社ライブドア from MINKABU THE INFONOID,Inc. for ¥7.5 billion. Subject to approval at a MINKABU shareholders meeting and other conditions, SBI Group plans to make 株式会社ライブドア a consolidated subsidiary with 100.0% of voting rights.

Worth reading
47Recurring
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Direction
Improvement
Direction inferred from the company’s description.
Scale
75
¥ million
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This transaction
CounterpartyMINKABU THE INFONOID,Inc.
Disclosing companySBI Holdings,Inc.
株式会社ライブドアVoting rights ownership percentageNumber of shares acquired All shares (the specific number of shares and voting rights is not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

Contract Date17 September 2026 (basic agreement)
Execution Date / Effective DateScheduled to be completed simultaneously with NTT DATA’s acquisition of MINKABU shares (specific date not disclosed)
Target company

Integrated internet media business

Location Minato-ku, TokyoShare capital ¥10 millionDate of incorporation October 2022
Consideration and expenses
Acquisition price¥7.5 billion
Type of ConsiderationCash
Procedures and assumptions
Conditions Precedent to ExecutionApproval at a shareholders meeting to be convened by MINKABU
Management structure after acquisition株式会社ライブドア is expected to become a consolidated subsidiary of SBI Group, with a 100.0% voting-rights ownership ratio, including indirect ownership. Other details, including the corporate name, representative and treatment of employees, are not disclosed
This transaction
ItemDetails
Transaction nameThis transaction
Counterparty nameMINKABU THE INFONOID,Inc.
Name of the Subject Company株式会社ライブドア
Business Description of the Subject CompanyIntegrated internet media business
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥10 million
Date of Establishment of the Subject CompanyOctober 2022
Acquisition price¥7.5 billion
Type of ConsiderationCash
Number of shares acquiredAll shares (the specific number of shares and voting rights is not disclosed)
Voting rights ownership percentageAfter 100.0% (before not disclosed)
Contract Date17 September 2026 (basic agreement)
Execution Date / Effective DateScheduled to be completed simultaneously with NTT DATA’s acquisition of MINKABU shares (specific date not disclosed)
Conditions Precedent to ExecutionApproval at a shareholders meeting to be convened by MINKABU
Management structure after acquisition株式会社ライブドア is expected to become a consolidated subsidiary of SBI Group, with a 100.0% voting-rights ownership ratio, including indirect ownership. Other details, including the corporate name, representative and treatment of employees, are not disclosed
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceDate 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.

To combine SBI Group’s capital strength, broad range of business operations and customer base with 株式会社ライブドア’s businesses and assets, unlocking 株式会社ライブドア’s potential value and driving further growth. The parties also aim to expand their customer base and create new growth opportunities through the combination of financial services, IT and media.

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Notice regarding the execution of a basic agreement for the acquisition of all shares of Livedoor Co., Ltd. | SBI Holdings,Inc. (8473) timely disclosure | Komori