Komori
M&A and Subsidiary Changes3121MBK Co.,Ltd.Information and Communications, Services and Others

Notice of Execution of a Share Transfer Reservation Agreement Concerning the Acquisition of Shares in 株式会社TIGEREYE (Making It an Equity-Method Associate) — Capital Investment in an AI Company Aiming to Become Next-Generation Social Infrastructure

マーチャント・バンカーズ has entered into a share transfer reservation agreement to acquire 945 shares of TIGEREYE and make it an equity-method affiliate in which it will hold 21.0% of the voting rights. The acquisition price and other terms have not been determined, and the share acquisition is scheduled for July 2026.

Worth reading
38Recurring
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
21
% (voting rights ownership ratio)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Acquisition of shares in 株式会社TIGEREYE (making it an equity-method affiliate)
Counterparty8 shareholders of TIGEREYE (trade names and names not disclosed)
Disclosing companyMBK Co.,Ltd.
株式会社 TIGEREYEVoting rights ownership percentageNumber of shares acquired 945 shares (number of voting rights: 945)

The 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.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

1. Planning, development, design, sale and maintenance of computer vision technologies and AI 2. Planning, development, design, sale and maintenance of various systems using facial recognition technology and computer vision recognition 3. Planning, development, design, sale and maintenance of application services 4. Planning, design, construction, operation, monitoring and management services for computer systems, servers and other equipment related to the preceding items 5. Planning, development, operation and consulting for education, training and seminars relating to artificial intelligence (AI) and IT (information technology) 6. Planning, development, production, sale and distribution of e-learning and other educational content 7. Consulting, guidance and operational support for promoting corporate digital transformation (DX) and introducing AI and IT 8. Training and education services relating to human resources development and vocational skills development, and the organization of various seminars 9. Various consulting services related to the preceding items 10. Recruitment of sales agents, management guidance and management services related to the preceding items 11. Implementation support related to the preceding items 12. Planning, manufacture, sale and import and export of peripheral equipment related to the preceding items 13. All businesses incidental or related to the preceding items

Location Chuo-ku, TokyoShare capital ¥214,625,000Date of incorporation 7 July 2023
Net SalesNot disclosed pursuant to a confidentiality agreement with the counterparty.
Operating profitNot disclosed pursuant to a confidentiality agreement with the counterparty.
Net income for the current fiscal yearNot disclosed pursuant to a confidentiality agreement with the counterparty.
Net assetsNot disclosed pursuant to a confidentiality agreement with the counterparty.
Consideration and expenses
Acquisition priceTo be determined
Impact on Business Performance

At present, the impact on results for the fiscal year ending October 2026 is expected to be minor. If it becomes likely that the transaction will have a material impact on results for the fiscal year ending October 2026, the company will make a prompt announcement.

Procedures and assumptions
Conditions Precedent to ExecutionThe parties will discuss the terms of the company's acquisition of TIGEREYE shares and formally determine them during June 2026. No approvals or other conditions, such as regulatory approvals or shareholder approval, are stated.
Management structure after acquisitionTIGEREYE is to become an equity-method affiliate and a partner in the company's growth strategy in the AI sector. No change in corporate name, representative or treatment of employees is stated.
This transaction
ItemDetails
Transaction nameAcquisition of shares in 株式会社TIGEREYE (making it an equity-method affiliate)
Counterparty name8 shareholders of TIGEREYE (trade names and names not disclosed)
Name of the Subject Company株式会社 TIGEREYE
Business Description of the Subject Company1. Planning, development, design, sale and maintenance of computer vision technologies and AI 2. Planning, development, design, sale and maintenance of various systems using facial recognition technology and computer vision recognition 3. Planning, development, design, sale and maintenance of application services 4. Planning, design, construction, operation, monitoring and management services for computer systems, servers and other equipment related to the preceding items 5. Planning, development, operation and consulting for education, training and seminars relating to artificial intelligence (AI) and IT (information technology) 6. Planning, development, production, sale and distribution of e-learning and other educational content 7. Consulting, guidance and operational support for promoting corporate digital transformation (DX) and introducing AI and IT 8. Training and education services relating to human resources development and vocational skills development, and the organization of various seminars 9. Various consulting services related to the preceding items 10. Recruitment of sales agents, management guidance and management services related to the preceding items 11. Implementation support related to the preceding items 12. Planning, manufacture, sale and import and export of peripheral equipment related to the preceding items 13. All businesses incidental or related to the preceding items
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥214,625,000
Date of Establishment of the Subject Company7 July 2023
Net Sales of the Subject CompanyNot disclosed pursuant to a confidentiality agreement with the counterparty.
Operating Profit of the Subject CompanyNot disclosed pursuant to a confidentiality agreement with the counterparty.
Net Income of the Subject CompanyNot disclosed pursuant to a confidentiality agreement with the counterparty.
Net Assets of the Subject CompanyNot disclosed pursuant to a confidentiality agreement with the counterparty.
Acquisition priceTo be determined
Number of shares acquired945 shares (number of voting rights: 945)
Voting rights ownership percentageAfter 21.0% (before not disclosed)
Impact on Business PerformanceAt present, the impact on results for the fiscal year ending October 2026 is expected to be minor. If it becomes likely that the transaction will have a material impact on results for the fiscal year ending October 2026, the company will make a prompt announcement.
Date of board resolution1 June 2026
Contract Date1 June 2026
Execution Date / Effective DateJuly 2026 (scheduled; acquisition date undetermined)
Conditions Precedent to ExecutionThe parties will discuss the terms of the company's acquisition of TIGEREYE shares and formally determine them during June 2026. No approvals or other conditions, such as regulatory approvals or shareholder approval, are stated.
Management structure after acquisitionTIGEREYE is to become an equity-method affiliate and a partner in the company's growth strategy in the AI sector. No change in corporate name, representative or treatment of employees is stated.
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent 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.

Under its policy of strengthening investment in M&A and equity investments, shifting away from a focus on real estate investment, the company intends to enter the AI sector, which is expected to grow. It has evaluated TIGEREYE's highly accurate AI control technology and track record of implementation and intends to make the company a partner in its growth strategy in the AI sector.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice of Execution of a Share Transfer Reservation Agreement Concerning the Acquisition of Shares in 株式会社TIGEREYE (Making It an Equity-Method Associate) — Capital Investment in an AI Company Aiming to Become Next-Generation Social Infrastructure | MBK Co.,Ltd. (3121) timely disclosure | Komori