Worth reading
74In 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
1000
¥ million (share acquisition price)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
This share acquisition (share transfer)CounterpartyIwakiri Junto (岩切 潤斗)
Disclosing companyMUSCAT 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 resolution12 November 2026
Contract Date12 November 2026
Execution Date / Effective Date12 November 2026 (share transfer completion date; consolidation as a subsidiary stated as planned)
Target company
Sourcing, purchasing, selling and authenticity appraisal of high-end brand watches and bags
Location Chuo-ku, TokyoShare capital ¥7.77 millionDate of incorporation 1 April 2022
Net Sales¥12.304 billion (fiscal year ending February 2026)
Operating profit¥158 million (fiscal year ending February 2026)
Net income for the current fiscal year¥85 million (fiscal year ending February 2026)
Net assets¥421 million (fiscal year ending February 2026)
Consideration and expenses
Acquisition priceCommon shares of 株式会社bet: ¥1 billion
Expenses other than the acquisition priceAdvisory fees and other costs (estimated): ¥7 million
Type of ConsiderationCash
Funding arrangementsThe ¥50 million advance payment has been paid from cash on hand. The remaining ¥500 million is expected to be funded with cash on hand and future financing, while the remaining ¥450 million is expected to be funded with cash on hand and borrowings from financial institutions and other sources. The financing methods and other details will be announced once determined.
Amount of extraordinary income (loss)¥197 million (of the receivables bet holds against the seller and its affiliates, to be expensed by bet before completion of the share transfer; no specific designation as an extraordinary loss)
Impact on Business Performance
bet's results are expected to be included in our consolidated results from December 2026, during the third quarter of the fiscal year ending March 2027. For the impact on consolidated results, see the Notice Regarding Revisions to Full-Year Consolidated Earnings Forecasts announced today.
Procedures and assumptions
Valuation methodologyDCF method and comparable company analysis (EV/EBITDA multiple)
Independent valuation institutionBridge Consulting Group Inc.
Conditions Precedent to ExecutionOn the share transfer completion date, the seller must deliver to us a request for registration of the change in the shareholder register. The remaining ¥950 million of the transfer consideration is generally expected to be paid by 31 March 2027, with ¥450 million eligible for deferral until as late as 31 March 2028 subject to certain conditions.
Management structure after acquisitionThe seller, Iwakiri Junto (岩切 潤斗), is expected to continue managing bet as its representative director after the acquisition. We plan to second directors and other personnel to bet. watch７ is planned to be rebranded as a luxury resale brand. Ueno Tatsunosuke (上野竜之介) will resign as representative director effective on the share transfer completion date. Employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | This share acquisition (share transfer) |
| Counterparty name | Iwakiri Junto (岩切 潤斗) |
| Name of the Subject Company | 株式会社bet |
| Business Description of the Subject Company | Sourcing, purchasing, selling and authenticity appraisal of high-end brand watches and bags |
| Location of the Subject Company | Chuo-ku, Tokyo |
| Capital Stock of the Subject Company | ¥7.77 million |
| Date of Establishment of the Subject Company | 1 April 2022 |
| Net Sales of the Subject Company | ¥12.304 billion (fiscal year ending February 2026) |
| Operating Profit of the Subject Company | ¥158 million (fiscal year ending February 2026) |
| Net Income of the Subject Company | ¥85 million (fiscal year ending February 2026) |
| Net Assets of the Subject Company | ¥421 million (fiscal year ending February 2026) |
| Acquisition price | Common shares of 株式会社bet: ¥1 billion |
| Expenses other than the acquisition price | Advisory fees and other costs (estimated): ¥7 million |
| Type of Consideration | Cash |
| Number of shares acquired | 111 shares (number of voting rights: 111) |
| Voting rights ownership percentage | Before 0.0% → after 100.0% |
| Funding arrangements | The ¥50 million advance payment has been paid from cash on hand. The remaining ¥500 million is expected to be funded with cash on hand and future financing, while the remaining ¥450 million is expected to be funded with cash on hand and borrowings from financial institutions and other sources. The financing methods and other details will be announced once determined. |
| Amount of extraordinary income (loss) | ¥197 million (of the receivables bet holds against the seller and its affiliates, to be expensed by bet before completion of the share transfer; no specific designation as an extraordinary loss) |
| Impact on Business Performance | bet's results are expected to be included in our consolidated results from December 2026, during the third quarter of the fiscal year ending March 2027. For the impact on consolidated results, see the Notice Regarding Revisions to Full-Year Consolidated Earnings Forecasts announced today. |
| Date of board resolution | 12 November 2026 |
| Contract Date | 12 November 2026 |
| Execution Date / Effective Date | 12 November 2026 (share transfer completion date; consolidation as a subsidiary stated as planned) |
| Valuation methodology | DCF method and comparable company analysis (EV/EBITDA multiple) |
| Independent valuation institution | Bridge Consulting Group Inc. |
| Conditions Precedent to Execution | On the share transfer completion date, the seller must deliver to us a request for registration of the change in the shareholder register. The remaining ¥950 million of the transfer consideration is generally expected to be paid by 31 March 2027, with ¥450 million eligible for deferral until as late as 31 March 2028 subject to certain conditions. |
| Management structure after acquisition | The seller, Iwakiri Junto (岩切 潤斗), is expected to continue managing bet as its representative director after the acquisition. We plan to second directors and other personnel to bet. watch７ is planned to be rebranded as a luxury resale brand. Ueno Tatsunosuke (上野竜之介) will resign as representative director effective on the share transfer completion date. Employee treatment: not disclosed |
Items this document does not state (6)
Merger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountSpecial 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 incorporate bet's sourcing capabilities and quickly expand its earnings base. In addition, to use our financial resources and expertise in social media marketing and brand building to expand retail operations targeting affluent customers and inbound visitors and improve the gross margin.
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.
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