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M&A and Subsidiary Changes9602TOHO CO.,LTDInformation and Communications, Services and Others

Notice Regarding the Acquisition of Shares in OS Cine Brothers Co., Ltd.

TOHO has decided to acquire all shares of オーエス・シネブラザーズ株式会社, which operates movie theaters primarily in Kobe, through its consolidated subsidiary TOHO Cinemas. The share transfer is scheduled to be completed on 1 October 2026.

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56In focus
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Direction
Improvement
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Wording
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This transaction

Share Acquisition
Counterpartyオーエス株式会社
Disclosing companyTOHO CO.,LTD
オーエス・シネブラザーズ株式会社Subject of this transactionNumber of shares acquired All shares (the specific number of shares and voting rights is Not disclosed)
TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Operation of movie theaters primarily in Kobe

Location Kobe, Hyogo PrefectureShare capital ¥10 million (stated as “capital, etc.”)Date of incorporation 18 January 2002
Impact on Business Performance

The impact on the consolidated financial results for the current fiscal year of the TOHO Group is expected to be immaterial.

Procedures and assumptions
Management structure after acquisitionThe company will join the TOHO Group. Its corporate name, representative and treatment of employees are Not disclosed.
This transaction
ItemDetails
Transaction nameShare Acquisition
Counterparty nameオーエス株式会社
Name of the Subject Companyオーエス・シネブラザーズ株式会社
Business Description of the Subject CompanyOperation of movie theaters primarily in Kobe
Location of the Subject CompanyKobe, Hyogo Prefecture
Capital Stock of the Subject Company¥10 million (stated as “capital, etc.”)
Date of Establishment of the Subject Company18 January 2002
Number of shares acquiredAll shares (the specific number of shares and voting rights is Not disclosed)
Impact on Business PerformanceThe impact on the consolidated financial results for the current fiscal year of the TOHO Group is expected to be immaterial.
Date of board resolution30 June 2026
Contract Date30 June 2026
Execution Date / Effective Date1 October 2026 (scheduled)
Management structure after acquisitionThe company will join the TOHO Group. Its corporate name, representative and treatment of employees are Not disclosed.
Items this document does not state (19)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodVoting rights ownership percentageFunding arrangementsGoodwill amountAmount 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.

As TOHO continues to invest in its theaters to create “TOHO Cinemas of Choice,” it intends to bring the target company into the TOHO Group in order to strengthen its theater network in the Kansai region.

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 Acquisition of Shares in OS Cine Brothers Co., Ltd. | TOHO CO.,LTD (9602) timely disclosure | Komori