THE WHY HOW DO Company Completes Acquisition of Pavilions Through Equity Swap

TOKYO, Jul 31 (Pulse News Wire) – THE WHY HOW DO Company,inc. (3823.T) completed an equity swap agreement on July 31, 2026 to fully acquire Pavilions Corporation, making it a wholly-owned subsidiary.

The deal involves exchanging ordinary shares instead of cash, with Pavilions' CEO, Kenzo Kohmura, becoming a shareholder of THE WHY HOW DO COMPANY upon completion of the transaction. Kohmura stated, “I am grateful for WHDC’s support over the last four years. As a new shareholder, I commit to enhancing long-term corporate value from both executive and shareholder perspectives.” The acquisition aims to strengthen group integration, facilitate quicker decision-making, and enhance entertainment sector activities. Under the terms of the agreement, THE WHY HOW DO COMPANY will issue approximately 2,000,000 ordinary shares, representing around 1.33% of its outstanding share count as of September 17, 2026.

Post-acquisition, Kohmura's holding ratio in THE WHY HOW DO COMPANY is expected to be about 1.31%. The equity swap is scheduled to take effect on September 18, 2026. Detailed valuation was conducted by independent third-party Unives Consulting, which determined the fair exchange rate based on discounted cash flow analysis for Pavilions and market price method for THE WHY HOW DO COMPANY. The exchange ratio ranges from 105,158 to 185,237 shares of THE WHY HOW DO COMPANY for each share of Pavilions.