MINKABU THE INFONOID, Inc. has signed an agreement to sell all of its shares in Livedoor, its only consolidated subsidiary, to SBINM GK, a subsidiary of SBI Holdings, for ¥7.5bn. The company's board approved the share transfer agreement on November 13, and the deal depends on shareholder approval at an extraordinary meeting scheduled for December 11. The transfer is planned for December 15.
What the sale is for
The sale is tied to Minkabu's debt. At the end of September, short-term interest-bearing debt stood at ¥7.02bn against cash and deposits of ¥949.1mn. In its half-year report, the company says that gap means conditions exist that raise significant doubt about its ability to continue as a going concern.
Management nonetheless concludes that no material uncertainty exists. It cites continued monitoring by its lenders, a June 2026 agreement that moved the loans' maturity to June 30, 2027, and a plan to repay the short-term borrowings in full, ahead of schedule, from the Livedoor proceeds. The company says it is working through the necessary procedures with its lenders, and expects the doubt-raising conditions to clear soon after repayment.
The stated reasons for the sale are a shift in the group's business structure and a stronger financial base. Under the wider arrangement, NTT Data is to buy 2,392,900 Minkabu shares from existing shareholders. That would give it 16.41% of voting rights and make it the largest shareholder, with SBI second at 8.02%. The share purchase involves no new Minkabu shares. (Earlier Tokyo Brief coverage)
The loan waiver and the covenants
Minkabu's board also approved waiving a loan to Livedoor of ¥1.41bn (¥1,410,076,021), with the waiver planned for December 14 and conditional on the share transfer going ahead. The company says the waiver has no effect on consolidated results because Livedoor is a consolidated subsidiary. The filing's collateral note separately lists related-company loans of ¥1.41bn among assets placed in a self-trust as security for the short-term borrowings. The filing does not say whether the two are the same loan.
The covenants on the borrowings remain in place. They attach to the ¥1.73bn syndicated loan and to ¥5.29bn of term and deed-based loans. For the year to March 2027 they require net assets of at least ¥449mn and ordinary profit of at least ¥44mn. Net assets were ¥1.41bn at the end of September, but the half-year ordinary result was a loss of ¥18.6mn.
The half-year backdrop
Sales for the six months to September fell 9.1% to ¥3.91bn, and Minkabu posted an ordinary loss of ¥18.6mn and a net loss of ¥94.1mn. Interest payments were ¥76.2mn. The company blamed a sharp fall in network advertising rates, which it linked to a surge in bot traffic from generative AI and to tighter traffic-quality rules at search engines and ad distributors.
Minkabu expects to book a gain on the sale of the affiliate's shares as an extraordinary profit in the year to March 2027. It says the amount could change with Livedoor's financial position and related costs at completion, and the report gives no figure. If the December 11 vote goes the other way, the repayment plan loses its funding source.