This transaction
This share acquisition, commencement of this business, and this loanThe voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
Toy planning, manufacturing and sales business
The impact of this share acquisition, commencement of this business, and this loan on the company's consolidated results for the fiscal year ending May 2027 is currently under review. The company will promptly disclose any matters that should be disclosed.
| Item | Details |
|---|---|
| Transaction name | This share acquisition, commencement of this business, and this loan |
| Counterparty name | Sakai Toshio (酒井 利夫), 1 other person |
| Name of the Subject Company | CUBE CO.,LTD. |
| Business Description of the Subject Company | Toy planning, manufacturing and sales business |
| Location of the Subject Company | Chiyoda-ku, Tokyo |
| Capital Stock of the Subject Company | ¥126.3 million |
| Date of Establishment of the Subject Company | 1 September 1995 |
| Net Sales of the Subject Company | ¥680 million (fiscal year ended September 2025) |
| Operating Profit of the Subject Company | ¥95 million (fiscal year ended September 2025) |
| Net Income of the Subject Company | ¥5 million (fiscal year ended September 2025) |
| Net Assets of the Subject Company | Negative ¥60 million (fiscal year ended September 2025) |
| Acquisition price | ¥1,342 |
| Expenses other than the acquisition price | Advisory fees and other expenses (estimated): ¥1 million |
| Type of Consideration | Cash |
| Number of shares acquired | 1,342 shares (1,342 voting rights) |
| Voting rights ownership percentage | After 74.51% (before not disclosed) |
| Impact on Business Performance | The impact of this share acquisition, commencement of this business, and this loan on the company's consolidated results for the fiscal year ending May 2027 is currently under review. The company will promptly disclose any matters that should be disclosed. |
| Date of board resolution | 31 August 2026 |
| Contract Date | 31 August 2026 |
| Execution Date / Effective Date | Transaction execution date: 31 August 2026 (予定); business commencement date: 31 August 2026 (予定); loan execution date: 31 August 2026 (予定) |
| Valuation methodology | The parties reached an agreement through discussions, taking into comprehensive consideration a third-party valuation (reference valuation based on the DCF method), the target company's most recent results, its future earnings plan, and the expected creation of business synergies with the company's group. |
| Management structure after acquisition | CUBE CO.,LTD. will be responsible for the new business, while the company's Corporate Division will oversee its management. Changes to the corporate name and representative, and employee treatment: not disclosed. |
Items this document does not state (10)
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.The company will enter the entertainment IP field as part of its efforts to diversify its revenue sources through M&A, combining CUBE CO.,LTD.'s IP and toy business with the company's expertise in social media and influencer marketing. In addition, the loan is intended to stabilize CUBE CO.,LTD.'s cash flow and strengthen its management control framework.