Worth reading
68In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
2287
¥ million (acquisition price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Acquisition of shares in this transactionCounterpartyStudio T Inc., Ny Mora
Disclosing companyMaterial Group Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
Date of board resolution14 October 2026
Contract Date14 October 2026 (basic agreement). Definitive agreement scheduled for 14 December 2026
Execution Date / Effective DateNot determined (to be disclosed promptly once finalized)
Target company
Marketing communications businesses in Southeast Asia, including public relations and public affairs (government relations), as well as the management of group companies
Location SingaporeShare capital ¥2 million (US$18 thousand)Date of incorporation 6 April 2018
Net Sales¥2,379 million (fiscal year ended December 2025)
Operating profit¥306 million (fiscal year ended December 2025)
Net income for the current fiscal year¥261 million (fiscal year ended December 2025)
Net assets¥1,001 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition price¥2,287 million (current estimate, indicative share transfer price)
Expenses other than the acquisition priceAdvisory fees: ¥50 million (approximate amount)
Type of ConsiderationCash (the acquisition price is expected to be funded through borrowings from financial institutions)
Funding arrangementsBorrowings from financial institutions planned
Goodwill amountNot determined at present. To be finalized based on the execution of the definitive agreement and the results of due diligence.
Goodwill is the amount paid in excess of the acquired company's net assets.Impact on Business Performance
The impact on consolidated results from the fiscal year ending August 2027 onward if the share acquisition is completed is currently under review. The impact of this transaction, excluding advisory fees, has not been incorporated into the consolidated earnings forecast for the fiscal year ending August 2027.
Procedures and assumptions
Valuation methodologyCalculated as the amount corresponding to the planned 80% acquisition stake, based on the equity value obtained by reflecting cash and cash equivalents, interest-bearing debt and other financial adjustment items in the enterprise value calculated using the Vero Group's normalized EBITDA of ¥294 million.
Conditions Precedent to ExecutionCompletion of due diligence and execution of the definitive agreement, among other conditions
Management structure after acquisitionFollowing completion, VMS is expected to have a shareholder composition of 80% held by the Company and 20% held by Studio T Inc. The Company plans to acquire the 20% held by Studio T Inc. at a later date, and if completed, VMS will become a wholly owned subsidiary of the Company. The company name, representative and treatment of employees have not been disclosed.
| Item | Details |
|---|---|
| Transaction name | Acquisition of shares in this transaction |
| Counterparty name | Studio T Inc., Ny Mora |
| Name of the Subject Company | Vero Marketing Services Pte. Ltd. |
| Business Description of the Subject Company | Marketing communications businesses in Southeast Asia, including public relations and public affairs (government relations), as well as the management of group companies |
| Location of the Subject Company | Singapore |
| Capital Stock of the Subject Company | ¥2 million (US$18 thousand) |
| Date of Establishment of the Subject Company | 6 April 2018 |
| Net Sales of the Subject Company | ¥2,379 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | ¥306 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | ¥261 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥1,001 million (fiscal year ended December 2025) |
| Acquisition price | ¥2,287 million (current estimate, indicative share transfer price) |
| Expenses other than the acquisition price | Advisory fees: ¥50 million (approximate amount) |
| Type of Consideration | Cash (the acquisition price is expected to be funded through borrowings from financial institutions) |
| Number of shares acquired | 14,400 shares (number of voting rights: 14,400) |
| Voting rights ownership percentage | Before 0% → after 80.0% |
| Funding arrangements | Borrowings from financial institutions planned |
| Goodwill amount | Not determined at present. To be finalized based on the execution of the definitive agreement and the results of due diligence. |
| Impact on Business Performance | The impact on consolidated results from the fiscal year ending August 2027 onward if the share acquisition is completed is currently under review. The impact of this transaction, excluding advisory fees, has not been incorporated into the consolidated earnings forecast for the fiscal year ending August 2027. |
| Date of board resolution | 14 October 2026 |
| Contract Date | 14 October 2026 (basic agreement). Definitive agreement scheduled for 14 December 2026 |
| Execution Date / Effective Date | Not determined (to be disclosed promptly once finalized) |
| Valuation methodology | Calculated as the amount corresponding to the planned 80% acquisition stake, based on the equity value obtained by reflecting cash and cash equivalents, interest-bearing debt and other financial adjustment items in the enterprise value calculated using the Vero Group's normalized EBITDA of ¥294 million. |
| Conditions Precedent to Execution | Completion of due diligence and execution of the definitive agreement, among other conditions |
| Management structure after acquisition | Following completion, VMS is expected to have a shareholder composition of 80% held by the Company and 20% held by Studio T Inc. The Company plans to acquire the 20% held by Studio T Inc. at a later date, and if completed, VMS will become a wholly owned subsidiary of the Company. The company name, representative and treatment of employees have not been disclosed. |
Items this document does not state (7)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodAmount of extraordinary income (loss)Independent 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 accelerate overseas business expansion in Southeast Asia and, by combining the customer base in Japan with the Vero Group's execution capabilities in Southeast Asia, expand opportunities to win engagements supporting Japanese companies' expansion into Southeast Asia and opportunities to provide services to the Vero Group's existing customers.
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