Worth reading
51Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
967
Shares (number of shares transferred)Wording
Avoiding a definitive answer
How definitive the wording is.This transaction
Share TransfersCounterpartyニッセイ・キャピタル15号投資事業有限責任組合, TBSイノベーション・パートナーズ３号投資事業組合
Disclosing companyUNITED,Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Online lottery business and original official merchandise business
Location Shibuya, TokyoShare capital ¥100 million (as of 13 April 2026)Date of incorporation 5 June 2013
Net Sales¥2,354 million (fiscal year ended March 2025)
Operating profit¥66 million (fiscal year ended March 2025)
Net income for the current fiscal year¥64 million (fiscal year ended March 2025)
Net assets¥261 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition priceThe transfer price is less than 15% of the consolidated net assets as of the end of the immediately preceding consolidated fiscal year and the net assets as of the end of the immediately preceding fiscal year, and will not be disclosed pursuant to an agreement between the parties.
Amount of extraordinary income (loss)The amount is currently under review. The Company expects to record extraordinary income in the first quarter of the fiscal year ending March 2027.
Impact on Business Performance
The Company expects to record extraordinary income in the first quarter of the fiscal year ending March 2027. The amount and the impact on consolidated results for the fiscal year ending March 2027 are currently under review.
Procedures and assumptions
Valuation methodologyFairly determined by agreement with the counterparty (specific valuation method: Not disclosed)
Management structure after acquisitionフォッグ will change from a consolidated subsidiary to an equity-method affiliate. Information regarding its corporate name, representative and treatment of employees: Not disclosed
| Item | Details |
|---|---|
| Transaction name | Share Transfers |
| Counterparty name | ニッセイ・キャピタル15号投資事業有限責任組合, TBSイノベーション・パートナーズ３号投資事業組合 |
| Name of the Subject Company | フォッグ株式会社 |
| Business Description of the Subject Company | Online lottery business and original official merchandise business |
| Location of the Subject Company | Shibuya, Tokyo |
| Capital Stock of the Subject Company | ¥100 million (as of 13 April 2026) |
| Date of Establishment of the Subject Company | 5 June 2013 |
| Net Sales of the Subject Company | ¥2,354 million (fiscal year ended March 2025) |
| Operating Profit of the Subject Company | ¥66 million (fiscal year ended March 2025) |
| Net Income of the Subject Company | ¥64 million (fiscal year ended March 2025) |
| Net Assets of the Subject Company | ¥261 million (fiscal year ended March 2025) |
| Acquisition price | The transfer price is less than 15% of the consolidated net assets as of the end of the immediately preceding consolidated fiscal year and the net assets as of the end of the immediately preceding fiscal year, and will not be disclosed pursuant to an agreement between the parties. |
| Number of shares acquired | 967 shares (number of shares transferred by the Company); number of voting rights: Not disclosed |
| Voting rights ownership percentage | Before 50.75％ → after 43.51％ |
| Amount of extraordinary income (loss) | The amount is currently under review. The Company expects to record extraordinary income in the first quarter of the fiscal year ending March 2027. |
| Impact on Business Performance | The Company expects to record extraordinary income in the first quarter of the fiscal year ending March 2027. The amount and the impact on consolidated results for the fiscal year ending March 2027 are currently under review. |
| Date of board resolution | 13 April 2026 |
| Contract Date | 13 April 2026 |
| Execution Date / Effective Date | 21 April 2026 (scheduled) |
| Valuation methodology | Fairly determined by agreement with the counterparty (specific valuation method: Not disclosed) |
| Management structure after acquisition | フォッグ will change from a consolidated subsidiary to an equity-method affiliate. Information regarding its corporate name, representative and treatment of employees: Not disclosed |
Items this document does not state (11)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
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 raise funds through a Series B third-party allotment aimed at a future IPO, フォッグ will acquire part of the shares held by ユナイテッド from the investment limited partnerships subscribing to the offering.
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