Komori
Occurring Fact9337toridori Inc.Information and Communications, Services and Others

Notice regarding the conversion of 株式会社トリドリIS into a wholly owned subsidiary and the execution of a loan agreement containing financial covenants

The Company resolved to acquire an additional 4,900 shares of its consolidated subsidiary 株式会社トリドリIS, increasing its voting rights ownership ratio from 51% to 100% and making it a wholly owned subsidiary. The Company also plans to borrow ¥1,200 million from Mizuho Bank to fund the acquisition.

Worth reading
36Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1200
¥ million
Wording
Avoiding a definitive answer
How definitive the wording is.

Making 株式会社トリドリIS a wholly owned subsidiary and executing a loan agreement with financial covenants

Subject Entity

株式会社トリドリ (the filing company), 株式会社トリドリ IS (consolidated subsidiary)

Target Locations / Products

株式会社トリドリ IS (influencer marketing business, inside sales business)

Occurrence27 July 2026 (date of the Board of Directors' resolution; share transfer scheduled for 31 July 2026)
This disclosure07/27/2026
Cause

There were challenges and constraints in the integrated management of sales activities and risk management, unified decision-making at the Group level, sharing and standardization of expertise, and the generation of Group synergies. The borrowing is for the acquisition of the shares.

Change in voting rights ownership ratio

Shareholders Covered51.00%→100.00%(+49.00pt)

The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.

Voting rights ownership percentage before the change

5,100 voting rights, 51.0%

Voting rights ownership percentage after the change

10,000 voting rights, 100.0%

Impact on Earnings Forecast

The impact of the acquisition and borrowing on the Company's future results and consolidated results is currently under review. The Company will promptly disclose any matters requiring disclosure.

Company response

Investigation structure

Due diligence conducted by external experts

Outlook

The share transfer is scheduled to be completed on 31 July 2026. The loan agreement is scheduled to be executed and the borrowing drawn down in July 2026. The impact on results is currently under review, and the Company will promptly disclose any matters requiring disclosure.

Planned follow-up disclosure

The Company will promptly announce any matters requiring disclosure that arise in the future.

Event that occurred
ItemDetails
Event nameMaking 株式会社トリドリIS a wholly owned subsidiary and executing a loan agreement with financial covenants
Date of occurrence27 July 2026 (date of the Board of Directors' resolution; share transfer scheduled for 31 July 2026)
Subject Entity株式会社トリドリ (the filing company), 株式会社トリドリ IS (consolidated subsidiary)
Target Locations / Products株式会社トリドリ IS (influencer marketing business, inside sales business)
CauseThere were challenges and constraints in the integrated management of sales activities and risk management, unified decision-making at the Group level, sharing and standardization of expertise, and the generation of Group synergies. The borrowing is for the acquisition of the shares.
Impact on Earnings ForecastThe impact of the acquisition and borrowing on the Company's future results and consolidated results is currently under review. The Company will promptly disclose any matters requiring disclosure.
Investigation structureDue diligence conducted by external experts
Voting rights ownership percentage before the change5,100 voting rights, 51.0%
Voting rights ownership percentage after the change10,000 voting rights, 100.0%
OutlookThe share transfer is scheduled to be completed on 31 July 2026. The loan agreement is scheduled to be executed and the borrowing drawn down in July 2026. The impact on results is currently under review, and the Company will promptly disclose any matters requiring disclosure.
Planned follow-up disclosureThe Company will promptly announce any matters requiring disclosure that arise in the future.
Items this document does not state (14)
Date recognized / date notice receivedAmount of Impact on Business PerformanceAccounting period in which recognizedType 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 dateMeasures to prevent recurrenceDirectors' and officers' liability

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 to bring 株式会社トリドリIS's sales capabilities and marketing expertise into the Group, establish integrated management of sales activities and risk management, centralize management of the agency network and compliance, share and standardize expertise, and generate Group synergies. The borrowing is intended to fund the acquisition of the shares.

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 the conversion of 株式会社トリドリIS into a wholly owned subsidiary and the execution of a loan agreement containing financial covenants | toridori Inc. (9337) timely disclosure | Komori